Exhibit 4.6


 


EXECUTION VERSION 


 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,

Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


RIALTO CAPITAL ADVISORS, LLC,

Special Servicer,


 


PARK BRIDGE LENDER SERVICES LLC,

Operating Advisor and Asset Representations Reviewer,


 


CITIBANK, N.A.,

Certificate Administrator,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee


 





 



 


POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2017


 


 






Commercial Mortgage Pass-Through Certificates

Series 2017-CD5


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	132
	Section 1.03	 	Certain Constructions	 	136
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	137
	Section 2.02	 	Acceptance by the Trustee, the Custodian and the Certificate Administrator	 	143
	Section 2.03	 	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	 	145
	Section 2.04	 	Representations and Warranties of the Depositor	 	161
	Section 2.05	 	Representations, Warranties and Covenants of the Master Servicer	 	163
	Section 2.06	 	Representations, Warranties and Covenants of the Special Servicer	 	165
	Section 2.07	 	Representations and Warranties of the Trustee	 	166
	Section 2.08	 	Representations and Warranties of the Certificate Administrator	 	168
	Section 2.09	 	Representations, Warranties and Covenants of the Operating Advisor	 	169
	Section 2.10	 	Representations, Warranties and Covenants of the Asset Representations Reviewer	 	171
	Section 2.11	 	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	173
	Section 2.12	 	Miscellaneous REMIC and Grantor Trust Provisions	 	173
	 	 	 	 	 
	ARTICLE III
	 	 	 	 	 
	ADMINISTRATION AND SERVICING 

OF THE MORTGAGE LOANS
	 	 	 	 	 
	Section 3.01	 	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans;
    Sub-Servicing Agreements; Outside Serviced Mortgage Loans	 	174
	Section 3.02	 	Liability of the Master Servicer	 	187
	Section 3.03	 	Collection of Certain Mortgage Loan Payments	 	187
	Section 3.04	 	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	189


 






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	 	 	 	 	Page
	 	 	 	 	
	Section 3.05	 	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	 	192
	Section 3.05 A.	 	Loan Combination Custodial Account	 	196
	Section 3.06	 	Permitted Withdrawals From the Collection Account	 	198
	Section 3.06 A.	 	Permitted Withdrawals From the Loan Combination Custodial Account	 	205
	Section 3.07	 	Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	 	210
	Section 3.08	 	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	212
	Section 3.09	 	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	 	216
	Section 3.10	 	Appraisal Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	 	223
	Section 3.11	 	Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files	 	230
	Section 3.12	 	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	231
	Section 3.13	 	Compensating Interest Payments	 	239
	Section 3.14	 	Application of Penalty Charges and Modification Fees	 	240
	Section 3.15	 	Access to Certain Documentation	 	241
	Section 3.16	 	Title and Management of REO Properties	 	243
	Section 3.17	 	Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	 	248
	Section 3.18	 	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	 	256
	Section 3.19	 	Lock-Box Accounts, Escrow Accounts	 	257
	Section 3.20	 	Property Advances	 	257
	Section 3.21	 	Appointment of Special Servicer; Asset Status Reports	 	262
	Section 3.22	 	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	 	268
	Section 3.23	 	Interest Reserve Account	 	269
	Section 3.24	 	Modifications, Waivers, Amendments and Other Actions	 	269
	Section 3.25	 	Additional Obligations With Respect to Certain Mortgage Loans	 	275
	Section 3.26	 	Certain Matters Relating to the Outside Serviced Mortgage Loans	 	275
	Section 3.27	 	Additional Matters Regarding Advance Reimbursement	 	276
	Section 3.28	 	Serviced Companion Loan Intercreditor Matters	 	278
	Section 3.29	 	Appointment and Duties of the Operating Advisor	 	280
	Section 3.30	 	Rating Agency Confirmation	 	285
	Section 3.31	 	General Acknowledgement Regarding Companion Loan Holders	 	288
	Section 3.32	 	Delivery of Excluded Information to the Certificate Administrator	 	288
	Section 3.33	 	Litigation Control	 	289
	Section 3.34	 	Resignation Upon Prohibited Risk Retention Affiliation	 	293


 






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	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	 	Distributions	 	293
	Section 4.02	 	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	 	305
	Section 4.03	 	Compliance With Withholding Requirements	 	324
	Section 4.04	 	REMIC Compliance	 	325
	Section 4.05	 	Imposition of Tax on the Trust REMICs	 	328
	Section 4.06	 	Remittances; P&I Advances	 	329
	Section 4.07	 	Grantor Trust Reporting	 	334
	Section 4.08	 	Calculations	 	335
	Section 4.09	 	Secure Data Room	 	335
	 	 	 	 	 
	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	337
	Section 5.02	 	Form and Registration	 	338
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	342
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	351
	Section 5.05	 	Persons Deemed Owners	 	351
	Section 5.06	 	Appointment of Paying Agent	 	351
	Section 5.07	 	Access to Certificateholders’ Names and Addresses; Special Notices	 	352
	Section 5.08	 	Actions of Certificateholders	 	353
	Section 5.09	 	Authenticating Agent	 	353
	Section 5.10	 	Appointment of Custodian	 	354
	Section 5.11	 	Maintenance of Office or Agency	 	355
	Section 5.12	 	Voting Procedures	 	355
	 	 	 	 	 
	ARTICLE VI
	 	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE 

CONTROLLING CLASS REPRESENTATIVE
	 	 	 	 	 
	Section 6.01	 	Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	 	357
	Section 6.02	 	Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	357
	Section 6.03	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	358
	Section 6.04	 	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	 	360


 






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	 	 	 	 	Page
	 	 	 	 	 
	Section 6.05	 	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	 	362
	Section 6.06	 	Master Servicer, Special Servicer as Owner of a Certificate	 	363
	Section 6.07	 	Rating Agency Fees	 	364
	Section 6.08	 	Termination of the Special Servicer	 	364
	Section 6.09	 	The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties	 	370
	 	 	 	 	 
	ARTICLE VII
	 	 	 	 	 
	DEFAULT
	 	 	 	 	 
	Section 7.01	 	Servicer Termination Events	 	380
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	386
	Section 7.03	 	Notification to Certificateholders	 	388
	Section 7.04	 	Other Remedies of Trustee	 	388
	Section 7.05	 	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	 	388
	Section 7.06	 	Termination of the Operating Advisor	 	390
	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	393
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	396
	Section 8.03	 	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	 	399
	Section 8.04	 	Trustee and Certificate Administrator May Own Certificates	 	401
	Section 8.05	 	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	 	401
	Section 8.06	 	Eligibility Requirements for the Trustee and the Certificate Administrator	 	404
	Section 8.07	 	Resignation and Removal of the Trustee or the Certificate Administrator	 	404
	Section 8.08	 	Successor Trustee or Successor Certificate Administrator	 	406
	Section 8.09	 	Merger or Consolidation of the Trustee or the Certificate Administrator	 	407
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	407
	Section 8.11	 	Access to Certain Information	 	409
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 	 	 	 	 
	Section 9.01	 	Termination; Optional Mortgage Loan Purchase	 	411


 






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	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 10.01	 	Intent of the Parties; Reasonableness	 	415
	Section 10.02	 	Succession; Sub-Servicers; Subcontractors	 	415
	Section 10.03	 	Filing Obligations	 	418
	Section 10.04	 	Form 10-D and Form ABS-EE Filings	 	419
	Section 10.05	 	Form 10-K Filings	 	423
	Section 10.06	 	Sarbanes-Oxley Certification	 	427
	Section 10.07	 	Form 8-K Filings	 	427
	Section 10.08	 	Annual Compliance Statements	 	430
	Section 10.09	 	Annual Reports on Assessment of Compliance With Servicing Criteria	 	431
	Section 10.10	 	Annual Independent Public Accountants’ Servicing Report	 	433
	Section 10.11	 	Significant Obligors	 	434
	Section 10.12	 	Indemnification	 	436
	Section 10.13	 	Amendments	 	439
	Section 10.14	 	Regulation AB Notices	 	439
	Section 10.15	 	Termination of the Certificate Administrator	 	439
	Section 10.16	 	Termination of the Master Servicer or the Special Servicer	 	440
	Section 10.17	 	Termination of Sub-Servicing Agreements	 	440
	Section 10.18	 	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	 	440
	Section 10.19	 	Termination of Exchange Act Filings With Respect to the Trust	 	442
	 	 	 	 	 
	ARTICLE XI
	 	 	 	 	 
	ASSET REVIEW PROVISIONS
	 	 	 	 	 
	Section 11.01	 	Asset Review	 	443
	Section 11.02	 	Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	 	449
	Section 11.03	 	Resignation of the Asset Representations Reviewer	 	451
	Section 11.04	 	Restrictions of the Asset Representations Reviewer	 	451
	Section 11.05	 	Termination of the Asset Representations Reviewer	 	451
	 	 	 	 	 
	ARTICLE XII
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 12.01	 	Counterparts	 	454
	Section 12.02	 	Limitation on Rights of Certificateholders	 	454
	Section 12.03	 	Governing Law	 	455
	Section 12.04	 	Notices	 	455
	Section 12.05	 	Severability of Provisions	 	458


 






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	 	 	 	 	Page
	 	 	 	 	 
	Section 12.06	 	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	 	458
	Section 12.07	 	Amendment	 	460
	Section 12.08	 	Confirmation of Intent	 	464
	Section 12.09	 	Third-Party Beneficiaries	 	464
	Section 12.10	 	Request by Certificateholders or the Serviced Companion Loan Holder	 	465
	Section 12.11	 	Waiver of Jury Trial	 	465
	Section 12.12	 	Submission to Jurisdiction	 	465
	Section 12.13	 	Exchange Act Rule 17g-5 Procedures	 	465
	Section 12.14	 	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	 	471


 






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TABLE OF EXHIBITS


 


	Exhibit A-1	 	Form of Class A-1 Certificate
	Exhibit A-2	 	Form of Class A-2 Certificate
	Exhibit A-3	 	Form of Class A-3 Certificate
	Exhibit A-4	 	Form of Class A-4 Certificate
	Exhibit A-5	 	Form of Class A-AB Certificate
	Exhibit A-6	 	Form of Class X-A Certificate
	Exhibit A-7	 	Form of Class X-B Certificate
	Exhibit A-8	 	Form of Class A-S Certificate
	Exhibit A-9	 	Form of Class B Certificate
	Exhibit A-10	 	Form of Class C Certificate
	Exhibit A-11	 	Form of Class X-D Certificate
	Exhibit A-12	 	Form of Class X-E Certificate
	Exhibit A-13	 	Form of Class D Certificate
	Exhibit A-14	 	Form of Class E Certificate
	Exhibit A-15	 	Form of Class F Certificate
	Exhibit A-16	 	Form of Class G Certificate
	Exhibit A-17	 	Form of Class R Certificate
	Exhibit A-18	 	Form of Class S Certificate*
	Exhibit A-19	 	Form of Class VRR Certificate
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C	 	Form of Request for Release
	Exhibit D	 	Form of Distribution Date Statement
	Exhibit E	 	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	 	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	 	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	 	Form of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate
	Exhibit I	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	 	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	 	Form of Transferor Letter for Transfer of Class R Certificates
	Exhibit L-2B	 	Form of Transferor Letter for Transfer of Non-Book Entry Certificates (other than Class R Certificates)


 





 



 


*To
be issued only if the Trust Fund includes ARD Mortgage Loans on the Closing Date.


 






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	Exhibit L-3	 	Form of Transferee Letter
	Exhibit L-4	 	Form of Investment Representation Letter
	Exhibit L-5A	 	Form of Transferee Certificate for Transfer of Class VRR Certificates
	Exhibit L-5B	 	Form of Transferee Certificate for Transfer of HRR Interest
	Exhibit L-6A	 	Form of Transferor Certificate for Transfer of Class VRR Certificates
	Exhibit L-6B	 	Form of Transferor Certificate for Transfer of HRR Interest
	Exhibit M-1A	 	Form of Investor Certification for Non-Borrower Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1B	 	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1C	 	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1D	 	Form of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder, a Risk Retention Consultation Party or a Holder of Class VRR Certificate(s))
	Exhibit M-1E	 	Form of Investor Certification for Borrower Party (for a Risk Retention Consultation Party or a Holder of Class VRR Certificate(s))
	Exhibit M-1F	 	Form of Notice of Excluded Controlling Class Holder
	Exhibit M-1G	 	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit M-1H	 	Form of Certification of the Controlling Class Representative
	Exhibit M-1I	 	Form of Certification of a Risk Retention Consultation Party
	Exhibit M-2A	 	Form of Investor Certification for Exercising Voting Rights for Non-Borrower Party
	Exhibit M-2B	 	Form of Investor Certification for Exercising Voting Rights for Borrower Party
	Exhibit M-3	 	Form of Online Vendor Certification
	Exhibit M-4	 	Form of Confidentiality Agreement
	Exhibit M-5	 	Form of NRSRO Certification
	Exhibit N	 	Custodian Certification
	Exhibit O	 	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P	 	Supplemental Servicer Schedule
	Exhibit Q	 	Retained Defeasance Rights and Obligations Mortgage Loans
	Exhibit R	 	Form of Operating Advisor Annual Report
	Exhibit S	 	Sub-Servicing Agreements
	Exhibit T	 	Form of Recommendation of Special Servicer Termination
	Exhibit U	 	Additional Form 10-D Disclosure
	Exhibit V	 	Additional Form 10-K Disclosure
	Exhibit W-1	 	Form of Additional Disclosure Notification
	Exhibit W-2	 	Form of Additional Disclosure Notification (Accounts)
	Exhibit W-3	 	Form of Notice of Additional Indebtedness Notification
	Exhibit X	 	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	 	Form of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Y-2	 	Form of Certification to be Provided to Depositor by the Master Servicer


 






     -ii-


     


    

 


	Exhibit Y-3	 	Form of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Y-4	 	Form of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit Y-5	 	Form of Certification to be Provided to Depositor by the Custodian
	Exhibit Y-6	 	Form of Certification to be Provided to Depositor by the Trustee
	Exhibit Y-7	 	Form of Certification to be Provided to Depositor by the Asset Representations Reviewer
	Exhibit Y-8	 	Form of Certification to be Provided to Depositor by a Sub-Servicer
	Exhibit Z	 	Form 8-K Disclosure Information
	Exhibit AA-1	 	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	 	Form of Power of Attorney for Special Servicer
	Exhibit BB	 	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	 	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit CC-2	 	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit DD	 	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit EE	 	[Reserved]
	Exhibit FF-1	 	Form of Notice Regarding Outside Serviced Mortgage Loan (General Motors Building)
	Exhibit FF-2	 	Form of Notice Regarding Outside Serviced Mortgage Loan (Starwood Capital Group Hotel Portfolio)
	Exhibit FF-3	 	Form of Notice Regarding Outside Serviced Mortgage Loan (Olympic Tower)
	Exhibit FF-4	 	Form of Notice Regarding Outside Serviced Mortgage Loan (245 Park Avenue)
	Exhibit FF-5	 	Form of Notice Regarding Outside Serviced Mortgage Loan (Gurnee Mills)
	Exhibit GG	 	[Reserved]
	Exhibit HH	 	Form of Asset Review Report
	Exhibit II	 	Form of Asset Review Report Summary
	Exhibit JJ	 	Asset Review Procedures
	Exhibit KK	 	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit LL	 	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit MM	 	Form of Certificate Administrator Receipt in Respect of Certificates Evidencing Some or All of the RR Interest




 






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Pooling and Servicing
Agreement, dated as of August 1, 2017, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor, Park Bridge Lender Services LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and
Wilmington Trust, National Association, as Trustee.


 


PRELIMINARY STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The Depositor intends
to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator
will elect that two segregated portions of the Trust Fund (other than any VRR Specific Grantor Trust Assets and any Class S Specific
Grantor Trust Assets) be treated for federal income tax purposes as two separate REMICs (designated as the “Upper-Tier
REMIC” and the “Lower-Tier REMIC”, respectively). In addition, the parties intend that the portion
of the Trust Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets will be treated
as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely for federal income tax purposes, the Class VRR
Certificates shall represent undivided beneficial interests in any VRR Specific Grantor Trust Assets, and the Class S Certificates
shall represent undivided beneficial interests in any Class S Specific Grantor Trust Assets.


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) 13 classes of uncertificated Lower-Tier
Regular Interests (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Lower-Tier Regular Interests,
respectively), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the
Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC and will
be evidenced by the Class R Certificates.


 






    	 



     


    

 


The following table
sets forth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance of, each Lower-Tier
Regular Interest:


 


	Designation
                                         of

                                         Lower-Tier Regular Interest 
	 	Interest
                                         Rate

        
	 	Original

                                         Lower-Tier

                                         Principal Balance

        

	Class LA-1	 	(1)	 	$32,096,000
	Class LA-2	 	(1)	 	$70,987,000
	Class LA-3	 	(1)	 	$225,000,000
	Class LA-4	 	(1)	 	$252,232,000
	Class LA-AB	 	(1)	 	$47,057,000
	Class LA-S	 	(1)	 	$103,068,000
	Class LB	 	(1)	 	$39,211,000
	   Class LC	 	(1)	 	$32,489,000
	Class LD 	 	(1)	 	$39,211,000
	Class LE	 	(1)	 	$15,684,000
	Class LF	 	(1)	 	$8,962,000
	Class LG	 	(1)	 	$30,249,217
	Class LVRR	 	(1)	 	$35,402,658




 





 






		(1)	Each
                                         Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time
                                         to time.



 


The Lower-Tier Residual
Interest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to distributions of Yield
Maintenance Charges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account after all distributions
deemed made on the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates
in respect of the Lower-Tier Residual Interest.


 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class VRR Certificates, each class of which evidences
a class of “regular interests” in the Upper-Tier REMIC, (ii) the Class X-A, Class X-B, Class X-D and Class X-E
Certificates, each class of which evidences one or more classes of “regular interests” in the Upper-Tier REMIC, and
(iv) the Upper-Tier Residual Interest, which will be the sole class of “residual interests” in the Upper-Tier
REMIC and will also be evidenced by the Class R Certificates.


 






    	-2- 



     


    

 


The following table sets
forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the Class X-A, Class
X-B, Class X-D and Class X-E Certificates, original Notional Amount, as applicable, for each Class of Regular Certificates:


 


	Class Designation 
	 	Approximate

Initial

Pass-Through Rate

(per annum) 
	 	Original

Certificate Balance / Original Notional Amount 

	Class A-1	 	2.028%	 	$32,096,000
	Class A-2	 	3.025%	 	$70,987,000
	Class A-3	 	3.171%	 	$225,000,000
	Class A-4	 	3.431%	 	$252,232,000
	Class A-AB	 	3.220%	 	$47,057,000
	Class X-A(1)	 	1.060%	 	$730,440,000
	Class X-B(1)	 	0.215%	 	$71,700,000
	Class X-D(1)	 	0.983%	 	$39,211,000
	Class X-E(1)	 	0.983%	 	$15,684,000
	  Class A-S	 	3.684%	 	$103,068,000
	  Class B	 	3.956%	 	$39,211,000
	  Class C	 	4.310%	 	$32,489,000
	Class D	 	3.350%	 	$39,211,000
	Class E	 	3.350%	 	$15,684,000
	Class F	 	4.332%	 	$8,962,000
	Class G	 	4.332%	 	$30,249,217
	Class VRR(2)	 	(3)	 	$35,402,658




 





 






		(1)	The
                                         Class X-A, Class X-B, Class X-D and Class X-E Certificates will not have Certificate
                                         Balances; rather, each such Class of Certificates will accrue interest as provided herein
                                         on the related Notional Amount.



 


		(2)	The
                                         Class VRR Certificates collectively constitute the VRR Interest and evidence the Class
                                         VRR Upper-Tier Regular Interest. If the Grantor Trust is established, the Class VRR Certificates
                                         will also evidence undivided beneficial interests in the VRR Specific Grantor Trust Assets.



 


		(3)	Other
                                         than for tax reporting purposes, the Class VRR Certificates will not have a Pass-Through
                                         Rate, but will entitle Holders to interest on any Distribution Date equal to the VRR
                                         Interest Distribution Amount for such Distribution Date. For tax reporting purposes,
                                         the Class VRR Certificates (insofar as they evidence the Class VRR Upper-Tier Regular
                                         Interest) will accrue interest at the WAC Rate in effect from time to time.



 


The Upper-Tier Residual
Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions
of 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 with respect to the Regular Certificates, will be distributed to the Holders
of the Class R Certificates in respect of the Upper-Tier Residual Interest.


 


The following table sets
forth, with respect to each Class of Regular Certificates, the corresponding Lower-Tier Regular Interest (the “Corresponding
Lower-Tier Regular Interest”) and the corresponding component of the Class X Certificates (the “Corresponding
Component”). Each Class of Principal Balance Certificates constitutes the “Corresponding Certificates”
with


 



    	-3- 



     


    




 


respect
to each of the Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class.


 


	Class Designation

        
	 	Corresponding

        Lower-Tier Regular Interest(1)

        
	 	Corresponding
        Component(1) 

	Class A-1	 	LA-1	 	Class A-1
	Class A-2	 	LA-2	 	Class A-2
	Class A-3	 	LA-3	 	Class A-3
	Class A-4	 	LA-4	 	Class A-4
	Class A-AB	 	LA-AB	 	Class A-AB
	Class A-S	 	LA-S	 	Class A-S
	Class B	 	LB	 	Class B
	Class C	 	LC	 	Class C
	Class D	 	LD	 	Class D
	Class E	 	LE	 	Class E
	Class F	 	LF	 	N/A
	Class G	 	LG	 	N/A
	Class VRR	 	LVRR	 	N/A




 





 






		(1)	The
                                         Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with
                                         respect to any Class of Principal Balance Certificates are also the Corresponding Lower-Tier
                                         Regular Interest and Corresponding Component with respect to each other.



 


GRANTOR TRUST


 


The portion of the Trust
Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets shall be treated as a grantor
trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes.
The Class VRR Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of any
VRR Specific Grantor Trust Assets, and (if issued) the Class S Certificates shall represent undivided beneficial interests in the
portion of the Grantor Trust consisting of any Class S Specific Grantor Trust Assets. As provided herein, the Certificate
Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust”
or (ii) be treated as part of either Trust REMIC.


 


CREDIT RISK RETENTION


 


On the Closing Date,
pursuant to the CGMRC Mortgage Loan Purchase Agreement, CGMRC, a “majority-owned affiliate” (within the meaning of
Regulation RR) of CREFI, will receive, as partial consideration for the Mortgage Loans and/or portions thereof that CGMRC is transferring
to the Depositor, $16,754,577 of the VRR Interest (such portion of the VRR Interest, the “VRR1 Interest”).


 


On the Closing Date,
pursuant to the GACC Mortgage Loan Purchase Agreement, DBNY, an “originator” (within the meaning of Regulation RR)
of Mortgage Loans and/or portions thereof representing 52.67% of the aggregate Cut-off Date Balance of all the Mortgage Loans,
will receive from the Depositor, at the direction of GACC, $18,648,081 of the VRR Interest (such portion of the VRR Interest, the
“VRR2 Interest”), in exchange for a reduction in the price that


 






    	-4- 



     


    

 


DBNY
is to receive for its sale (through GACC) to the Depositor of the Mortgage Loans and/or portions thereof that it is transferring
(through GACC) to the Depositor.


 


On the Closing Date,
the Third Party Purchaser is purchasing from the Initial Purchasers for cash the Class F and Class G Certificates. The Class F
and Class G Certificates that the Third Party Purchaser is purchasing are referred to in this Agreement as the “HRR Interest”.


 


As of the Cut-Off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $931,648,876.


 


In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator and the Trustee agree as follows:


 


Article
I



DEFINITIONS


 


Section 1.01          
Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


 


“10-K Filing
Deadline”: As defined in Section 10.05 of this Agreement.


 


“245 Park Avenue
Co-Lender Agreement”: With respect to the 245 Park Avenue Loan Combination, the related co-lender agreement, dated as
of May 30, 2017, by and between the holder of the 245 Park Avenue Mortgage Loan and the 245 Park Avenue Companion Loan Holders,
relating to the relative rights of the holder of the 245 Park Avenue Mortgage Loan and the 245 Park Avenue Companion Loan Holders,
as the same may be amended and/or restated from time to time in accordance with the terms thereof.


 


“245 Park Avenue
Companion Loans”: The 245 Park Avenue Pari Passu Companion Loans and the 245 Park Avenue Subordinate Companion Loans


 


“245 Park Avenue
Companion Loan Holder”: The holder of a 245 Park Avenue Companion Loan.


 


“245 Park Avenue
Loan Combination”: The 245 Park Avenue Mortgage Loan, together with the 245 Park Avenue Companion Loans, each of which
is secured by the 245 Park Avenue Mortgage. References herein to the 245 Park Avenue Loan Combination shall be construed to refer
to the aggregate indebtedness secured under the 245 Park Avenue Mortgage.


 


“245 Park Avenue
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “245 Park
Avenue” and securing the 245 Park Avenue Mortgage Loan and the 245 Park Avenue Companion Loans.


 






    	-5- 



     


    

 


“245 Park Avenue
Mortgage Loan”: With respect to the 245 Park Avenue Loan Combination, the Mortgage Loan included in the Trust that is
(i) secured by the 245 Park Avenue Mortgage, (ii) evidenced by promissory notes A-2-C-1-B and A-2-C-2 and (iii) pari passu
in right of payment with the 245 Park Avenue Companion Loans and generally senior in right of payment to the 245 Park Avenue Subordinate
Companion Loans to the extent set forth in the related Loan Documents and as provided in the 245 Park Avenue Co-Lender Agreement.


 


“245 Park Avenue
Pari Passu Companion Loans”: With respect to the 245 Park Avenue Loan Combination, the related promissory notes made
by the related Mortgagor, secured by the 245 Park Avenue Mortgage and designated as promissory notes A-1-A, A-1-B, A-1-C, A-1-D,
A-1-E, A-2-A-1, A-2-A-2, A-2-A-3, A-2-A-4, A-2-B-1, A-2-B-2, A-2-B-3, A-2-C-1-A, A-2-D-1, A-2-D-2, A-2-D-3, A-2-E-1 and A-2-E-2,
respectively, which are not included in the Trust and are pari passu in right of payment with the 245 Park Avenue Mortgage Loan
and generally senior in right of payment to the 245 Park Avenue Subordinate Companion Loans to the extent set forth in the related
Loan Documents and as provided in the 245 Park Avenue Co-Lender Agreement, as any such promissory note may be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any promissory
note evidencing a 245 Park Avenue Pari Passu Companion Loan is split and replaced with 2 or more replacement promissory notes,
each such replacement promissory note will evidence a separate 245 Park Avenue Pari Passu Companion Loan.


 


“245 Park Avenue
Subordinate Companion Loans”: With respect to the 245 Park Avenue Loan Combination, the related promissory notes made
by the related Mortgagor, secured by the 245 Park Avenue Mortgage and designated as promissory notes B-1, B-2, B-3, B-4 and B-5,
which are not included in the Trust and are generally subordinate in right of payment to the 245 Park Avenue Mortgage Loan and
the 245 Park Avenue Pari Passu Companion Loans to the extent set forth in the related Loan Documents and as provided in the 245
Park Avenue Co-Lender Agreement, as any such promissory note may be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified from time to time. If any promissory note evidencing a 245 Park Avenue Subordinate
Companion Loan is split and replaced with 2 or more replacement promissory notes, each such replacement promissory note will evidence
a separate 245 Park Avenue Subordinate Companion Loan.


 


“245 Park Avenue
Trust 2017-245P Trust and Servicing Agreement”: The Trust and Servicing Agreement, dated as of May 30, 2017, between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON
USA Realty Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator, and Trimont Real Estate Advisors, LLC, as operating advisor, as the same may be amended from time
to time in accordance with the terms thereof, pursuant to which the 245 Park Avenue Trust 2017-245P, Commercial Mortgage Pass Through
Certificates, Series 2017-245P were issued.


 


“30/360 Basis”:
The accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.


 


“AB Loan Combination”
A Loan Combination that includes a Subordinate Companion Loan. The only AB Loan Combinations related to the Trust as of the Closing
Date


 






    	-6- 



     


    

 


are the
General Motors Building Loan Combination, the Olympic Tower Loan Combination and the 245 Park Avenue Loan Combination.


 


“AB Modified
Loan” Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Outside
Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related
Outside Servicing Agreement) 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.


 


“Accelerated
Mezzanine Loan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under
a Mortgage Loan or Loan Combination) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the equity collateral pledged to secure that mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and (a) with the consent of the related Directing Holder (unless, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) and (b) with respect
to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Parties pursuant to Section
6.09 (in the case of either of clause (a) or (b), other than with respect to any Mortgage Loan that is an Excluded
Mortgage Loan or Excluded RRCP Mortgage Loan, as applicable, as to such party)), that (i) such insurance is not available
at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties
located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that
has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided,
however, that the related Directing Holder shall have no more than 30 days to respond to the Special Servicer’s
request for such consent; provided, further, that upon the Special Servicer’s determination, consistent with
the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the related Directing Holder
or the Risk Retention Consultation Parties, the Special Servicer shall not be required to do so. In making this determination,
the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued Component
Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip
Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect
to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.


 






    	-7- 



     


    

 


“Act”
or “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations
thereunder.


 


“Actual/360
Basis”: The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period
in a year assumed to consist of 360 days.


 


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues 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.


 


“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 to this Agreement as Exhibit W.


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.04 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.05 of this Agreement.


 


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Depositor, any Mortgage Loan Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer,
each Outside Special Servicer and each Person, other than the Special Servicer or the Certificate Administrator, who is not an
Affiliate of the Master Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of
the Underwriters who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions
of Regulation AB.


 


“Additional
Servicing Compensation”: As defined in Section 3.12(a) of this Agreement.


 


“Additional
Special Servicing Compensation”: As defined in Section 3.12(c) of this Agreement.


 


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of
unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted
to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor
and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust


 






    	-8- 



     


    

 


Fund,
(v) any fees or expenses that are expressly designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement
and (vi) any other default-related or unanticipated expense of the Trust Fund that is not covered by a Property Advance and
for which there is no corresponding collection from a Mortgagor.


 


“Administrative
Cost Rate”: As of any date of determination, a rate equal to the sum of the Servicing Fee Rate, the Operating Advisor
Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Trustee/Certificate Administrator Fee
Rate.


 


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


 


“Advance Interest
Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the
Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date
on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of
interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior
to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest
on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period,
from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further,
that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has
been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.


 


“Advance Rate”:
A per annum rate equal to the Prime Rate, compounded annually.


 


“Affected Loan(s)”:
As defined in Section 2.03(a) of this Agreement.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate”
means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such
specified Person or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator
may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine
whether any Person is an Affiliate of such party.


 


“Affirmative
Asset Review Vote”: As defined in Section 11.01(a).


 


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





 






    	-9- 



     


    

 


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


 


(a)          
the aggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account
(in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the
benefit of the Companion Loan Holders) and/or the Lower-Tier REMIC Distribution Account as of the close of business on the Business
Day immediately preceding the related Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents
(without duplication):


 


(i)          
Monthly Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date,
that are due on a Due Date (without regard to grace periods) that occurs after the related Determination Date;


 


(ii)          payments (scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds,
Net Insurance Proceeds, Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage
Pool subsequent to the related Determination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s
interest in any related REO Property contemplated by clause (b) of this definition for the subject Distribution Date);


 


(iii)         amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive,
of Section 3.06(a) of this Agreement;


 


(iv)         Yield Maintenance Charges;


 


(v)          Excess Interest on the ARD Mortgage Loan(s);


 


(vi)         Penalty Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;


 


(vii)        all amounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error;
and


 


(viii)       with respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited
in the Interest Reserve Account, and any Distribution Date in January (other than during a leap year) or February of
any calendar year (unless such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the
Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the
month in which the subject Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent
such amounts are on deposit in the Collection Account;





 






    	-10- 



     


    

 


(b)          
if and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate
amount allocable to the Mortgage Loans transferred from any REO Account or Loan Combination Custodial Account to the Collection
Account for the subject Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement,
and (ii) all remittances received on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property
in the month of the subject Distribution Date, in each case to the extent that such transfer is made or such remittances are received,
as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date;


 


(c)           the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans
(including REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already
deducted from Aggregate Available Funds pursuant to clause (a)(iii) of this definition);


 


(d)           the aggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess
Liquidation Proceeds Reserve Account for distribution on the subject Distribution Date; and


 


(e)           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), commencing in 2018, the Withheld Amounts remitted to the Lower-Tier
REMIC Distribution Account pursuant to Section 3.23 of this Agreement.


 


Notwithstanding the investment
of funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07 of this
Agreement, for purposes of calculating the Aggregate Available Funds, the amounts so invested shall be deemed to remain on deposit
in such account.


 


“Aggregate Principal
Distribution Amount”: For any Distribution Date, 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 (i) Nonrecoverable
Advances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing
Agreement), together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would
have otherwise been included in the Aggregate Principal Distribution Amount


 






    	-11- 



     


    

 


for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage
Loans) in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution
Amount for such Distribution Date (provided that, in the case of clause (i) and (ii) above, if any of the amounts that
were reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date
are subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Aggregate
Principal Distribution Amount for the Distribution Date related to the Collection Period in which such recovery occurs).


 


The principal component
of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


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


 


“Ancillary Fees”:
With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks
and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption
application fees and defeasance fees) actually received from the related Mortgagor.


 


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


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c) of this Agreement.


 


“Applicable
Laws”: As defined in Section 3.01(l) and Section 8.02(i), respectively, of this Agreement.


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including
any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided,
however, that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or
the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less
the Servicing Fee Rate and, if applicable, shall be exclusive of Excess Interest; and provided, further, that for
purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification
of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant to the applicable Outside Servicing Agreement,
or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.


 






    	-12- 



     


    

 


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as
to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount equal
to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination) as
of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised
value of the related Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer
(the cost of which shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable
Advance)), minus such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without
implying any obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information
as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced
Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii) the sum, as of the Due Date occurring
in the month of the date of determination, of (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per annum rate equal to its Mortgage
Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced Companion Loan(s) at the related Mortgage
Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing
party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon
at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all currently due and
unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts,
due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (which taxes, premiums, ground rents
and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable,
and/or for which funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period
so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding
to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special
Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer
shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance).
The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably
required to calculate or recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver
such information within four (4) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer,
the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination
Date occurring on or after the receipt of such Appraisal, the Special Servicer shall calculate or adjust, as applicable, the Appraisal
Reduction Amount to take into account such Appraisal and such information, if any, reasonably requested by the Special Servicer
from the Master Servicer


 






    	-13- 



     


    

 


reasonably
required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the foregoing, if an Appraisal is required
to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained within 120 days following
the events described in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the
time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts of P&I
Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan will equal 25% of the Stated Principal
Balance of such related Serviced Mortgage Loan; provided that, upon receipt of an Appraisal, however, the Appraisal Reduction
Amount for such Serviced Mortgage Loan (or Serviced Loan Combination) will be recalculated in accordance with this definition
without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction Event has occurred (unless
the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced
Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction
Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each anniversary of
such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be
covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and paid by the
Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), provided, however,
no new or updated Appraisal will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days
of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close.
Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine and report to the Master Servicer and
the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced
Loan Combination), and each of those parties shall be entitled to rely conclusively on such determination by the Special Servicer.
The Special Servicer shall deliver a copy of any such Appraisal to the Master Servicer and the Certificate Administrator, which
shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date
to take into account any subsequent Appraisal and annual letter updates, as of the date of each such subsequent Appraisal or letter
update.


 


Upon payment in full
or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount
will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such
Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected
Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and
remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing
with respect to such Serviced Loan.


 


Appraisal Reduction Amounts
with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion
Loan (up to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related
Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal
balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.


 






    	-14- 



     


    

 


Notwithstanding the foregoing,
with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any “appraisal
reduction amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the applicable Outside
Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to
such Outside Serviced Mortgage Loan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties
hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer. By their acceptance
of their Certificates, the Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement
and the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount” will be calculated
under the applicable Outside Servicing Agreement by the applicable party thereto.


 


“Appraisal Reduction
Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified
Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which
does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring
60 days after the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or
(B) if the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special
Servicer) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable
to the Special Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after
the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during
which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property,
(v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related
Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings,
which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days,
or (vii) the date on which such Serviced Loan remains outstanding five (5) years following any extension of its maturity date
pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage
Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect
to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that
is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the
related Serviced Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Loan Combination. No
Appraisal Reduction Event may occur at any time when the aggregate Certificate Balance of all Classes of Principal Balance Certificates
(other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates) has been
reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer,
as applicable, promptly upon the occurrence of any of the foregoing events.


 


“Appraised Value”:
As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside
Serviced Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is
contained in the related Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to
each Mortgaged Property securing an Outside


 






    	-15- 



     


    

 


Serviced
Mortgage Loan, the appraised value allocable thereto, as determined pursuant to the Outside Servicing Agreement.


 


“Appraised-Out
Class”: As defined in Section 3.10(a) of this Agreement.


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of
the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type
and market.


 


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


 


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


 


“ARD Mortgage
Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage
Loan Schedule. There are no ARD Mortgage Loans included in the Trust Fund as of the Closing Date, and all references in this Agreement
to “ARD Mortgage Loan” and “ARD Mortgage Loans” shall be disregarded.


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor-in-interest, or any
successor Asset Representations Reviewer as herein provided.


 


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 11.02(b).


 


“Asset Representations
Reviewer Asset Review Fee Cap”: As defined in Section 11.02(b).


 


“Asset Representations
Reviewer Termination Event”: As defined in Section 11.05(a).


 


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


 


“Asset Review
Notice”: As defined in Section 11.01(a).


 


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a),
the Holders of Certificates evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates.


 


“Asset Review
Report”: As defined in Section 11.01(b)(vii)(C).


 


“Asset Review
Report Summary”: As defined in Section 11.01(b)(vii).


 


“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


 






    	-16- 



     


    

 


Agreement.
Except as otherwise expressly set forth in 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, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an aggregate
outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including
any REO Mortgage Loans) held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent Loans
and the aggregate outstanding principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the Trust.


 


“Asset Review
Vote Election”: As defined in Section 11.01(a).


 


“Asset Status
Report”: As defined in Section 3.21(b) of this Agreement.


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement
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.


 


“Assumption
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption
fees of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a),
3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor
and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor
in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master
Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this
Agreement.


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the Non-Vertically Retained Percentage of the Aggregate Available Funds
for such Distribution Date.


 


“Balloon Loan”:
Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization
schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of
the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day
year consisting of twelve 30-day months.


 






    	-17- 



     


    

 


“Balloon Payment”:
With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Mortgage
Loan in excess of the related Monthly Payment.


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates, a fraction (a) whose
numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount
rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the
yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents) and
(b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the
discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such
Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage
Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents);
provided, however, that under no circumstances shall the Base Interest Fraction be greater than one. If the discount
rate referred to in the preceding sentence is greater than or equal to both of (x) the Mortgage Rate on the related Mortgage
Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero,
and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through
Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.


 


“Borrower Delayed
Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required,
pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage
Loan.


 


“Borrower Party”:
Either (i) a borrower under a Mortgage Loan or Loan Combination, a Mortgagor or a manager of a related Mortgaged Property or any
Affiliate of any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial owner) of any
Accelerated Mezzanine Loan.


 


“Borrower-Related
Party”: As defined in Section 3.33 of this Agreement.


 


“Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or
banking institutions in the States of New York, Florida, North Carolina and Delaware, the cities in which the principal offices
of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust Office
of the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental
decree to be closed.


 


“Brookwood Self
Storage LA-MS Portfolio Co-Lender Agreement”: With respect to the Brookwood Self Storage LA-MS Portfolio Loan Combination,
the related co-lender


 






    	-18- 



     


    

 


agreement,
dated as of July 13, 2017, by and between the holder of the Brookwood Self Storage LA-MS Portfolio Mortgage Loan and the Brookwood
Self Storage LA-MS Portfolio Companion Loan Holder, relating to the relative rights of the holder of the Brookwood Self Storage
LA-MS Portfolio Mortgage Loan and the Brookwood Self Storage LA-MS Portfolio Companion Loan Holder, as the same may be amended
and/or restated from time to time in accordance with the terms thereof.


 


“Brookwood Self
Storage LA-MS Portfolio Companion Loan”: With respect to the Brookwood Self Storage LA-MS Portfolio Loan Combination,
the related promissory note made by the related Mortgagor, secured by the Brookwood Self Storage LA-MS Portfolio Mortgage and designated
as promissory note A-2, which is not included in the Trust and is pari passu in right of payment with the Brookwood Self Storage
LA-MS Portfolio Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Brookwood Self Storage
LA-MS Portfolio Co-Lender Agreement, as such promissory note may be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified from time to time. If the promissory note evidencing the Brookwood Self Storage
LA-MS Portfolio Companion Loan is split and replaced with 2 or more replacement promissory notes, each such replacement promissory
note will evidence a separate Brookwood Self Storage LA-MS Portfolio Companion Loan.


 


“Brookwood Self
Storage LA-MS Portfolio Companion Loan Holder”: The holder of the Brookwood Self Storage LA-MS Portfolio Companion Loan.


 


“Brookwood Self
Storage LA-MS Portfolio Loan Combination”: The Brookwood Self Storage LA-MS Portfolio Mortgage Loan, together with the
Brookwood Self Storage LA-MS Portfolio Companion Loan, each of which is secured by the Brookwood Self Storage LA-MS Portfolio Mortgage.
References herein to the Brookwood Self Storage LA-MS Portfolio Loan Combination shall be construed to refer to the aggregate indebtedness
secured under the Brookwood Self Storage LA-MS Portfolio Mortgage.


 


“Brookwood Self
Storage LA-MS Portfolio Mortgage”: The Mortgage(s) encumbering the portfolio of Mortgaged Properties identified on the
Mortgage Loan Schedule as “Brookwood Self Storage LA-MS Portfolio” and securing the Brookwood Self Storage LA-MS Portfolio
Mortgage Loan and the Brookwood Self Storage LA-MS Portfolio Companion Loan.


 


“Brookwood Self
Storage LA-MS Portfolio Mortgage Loan”: With respect to the Brookwood Self Storage LA-MS Portfolio Loan Combination,
the Mortgage Loan included in the Trust that is (i) secured by the Brookwood Self Storage LA-MS Portfolio Mortgage, (ii) evidenced
by promissory note A-1 and (iii) pari passu in right of payment with the Brookwood Self Storage LA-MS Portfolio Companion Loan
to the extent set forth in the related Loan Documents and as provided in the Brookwood Self Storage LA-MS Portfolio Co-Lender Agreement.


 


“BXP 2017-GM
Trust and Servicing Agreement”: The Trust and Servicing Agreement, dated as of June 9, 2017, between Morgan Stanley Capital
Inc., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wilmington
Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator and custodian,
as the same may be amended from time to


 






    	-19- 



     


    

 


time
in accordance with the terms thereof, pursuant to which the BXP Trust 2017-GM, Commercial Mortgage Pass Through Certificates,
Series 2017-GM were issued.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined
by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable by the
Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield
on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate”
set forth in the most recent Appraisal (or update of such Appraisal).


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class
X-E, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class S and Class R Certificate
and any commercial mortgage pass-through certificate that constitutes some or all of the VRR Interest, in any event issued, authenticated
and delivered hereunder.


 


“Certificate
Administrator”: Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate
Administrator appointed as herein provided.


 


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.sf.citidirect.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates outstanding at any time, (a) as of any date
of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such
Class of Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Principal Balance Certificates on
the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon and
allocations of Realized Losses or VRR Realized Losses, as applicable, thereto on such prior Distribution Date, and after any increases
to such Certificate Balance on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this
Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the
Mortgage Loans.


 


“Certificate
Factor”: With respect to any Class of Principal Balance Certificates or Class X Certificates, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or Notional
Amount, as the case may be, and the denominator of which is the initial related Certificate Balance or Notional Amount, as the
case may be.


 






    	-20- 



     


    

 





“Certificate
Owner”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to
acknowledging the status of any Person as a Certificate Owner under this Agreement, that such Person provide evidence (which may
be in the form of an Investor Certification) at its expense of its status as a Certificate Owner hereunder.


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes
of distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees
of Certificates to the extent the Person distributing such information has been provided with an appropriate Investor Certification
by or on behalf of such Certificate Owner or potential transferee); provided, however, that


 


(a) solely for the purpose
of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments to this
Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically
involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, any Mortgage Loan Seller or any Person known to a Responsible Officer of
the Certificate Registrar to be an Affiliate of any such party, any Certificate registered in the name of or beneficially owned
by such party or any Affiliate thereof shall be deemed not to be outstanding 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;


 


(b) solely for the purpose
of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially owned by
a Borrower Party shall be deemed not to be outstanding 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, that notwithstanding the foregoing, for purposes of exercising any rights it
may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class
Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent
and taking any action with respect to any related Excluded Controlling Class Mortgage Loan); and


 


(c) if the Master Servicer,
the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling Class, it shall
be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class (other than,
with respect to any Excluded Controlling Class Mortgage Loan with respect to which such


 



    	-21- 



     


    




 


party
is an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).


 


For the avoidance of
doubt, nothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights
in its capacity as Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan.


 


“Certificateholder
Quorum”: A quorum that: (a) for purposes of Section 6.08(a) and 11.05(b) of this Agreement, consists
of the Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the allocation of any
Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of the Principal Balance Certificates)
of all Certificates (other than the Class S and Class R Certificates), on an aggregate basis; and (b) for purposes of Section 6.08(b)
of this Agreement, consists of the Holders of Certificates evidencing at least 20% of the aggregate of the Certificate Balances
of all Certificates, with such quorum including at least three (3) Holders (or, where Global Certificates are involved, at least
three (3) underlying Certificate Owners) that are not Risk Retention Affiliated with each other.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(f) of this Agreement.


 


“Certification
Parties”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Certificateholder”: As defined in Section 5.07(a) of this Agreement.


 


“Certifying
Person”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.08 of this Agreement.


 


“CGMRC”:
Citigroup Global Markets Realty Corp., a New York corporation, and its successors in interest.


 


“CGMRC General
Motors Building Note”: With respect to the General Motors Building Mortgage Loan, those certain promissory notes A-3-C2
and A-3-C3-2, in the aggregate original principal amount of $50,000,000, made by the related Mortgagor in favor of CGMRC, as the
same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


 


“CGMRC Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2017, by and between CGMRC and
the Depositor.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


 






    	-22- 



     


    

 


“Class A-1
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


 


“Class A-1
Component”: The Component having such designation.


 


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.028%.


 


“Class A-2
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


 


“Class A-2
Component”: The Component having such designation.


 


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.025%.


 


“Class A-3
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 hereto.


 


“Class A-3
Component”: The Component having such designation.


 


“Class A-3
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.171%.


 


“Class A-4
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


 


“Class A-4
Component”: The Component having such designation.


 


“Class A-4
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.431%.


 


“Class A-AB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


 


“Class A-AB
Component”: The Component having such designation.


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.220%.


 


“Class A-AB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set
forth on Exhibit BB to this Agreement.


 






    	-23- 



     


    

 


“Class A-S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto.


 


“Class A-S
Component”: The Component having such designation.


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.684% and (b) the
WAC Rate for such Distribution Date.


 


“Class B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto.


 


“Class B
Component”: The Component having such designation.


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.956% and (b) the
WAC Rate for such Distribution Date.


 


“Class C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto.


 


“Class C
Component”: The Component having such designation.


 


“Class C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date minus
0.022%.


 


“Class D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


 


“Class D
Component”: The Component having such designation.


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.350%.


 


“Class E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


 


“Class E Component”:
The Component having such designation.


 


“Class E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.350%.


 


“Class F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.






    	-24- 



     


    

 


“Class F
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class F Transfer”:
As defined in Section 6.09(h) of this Agreement.


 


“Class G
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 hereto.


 


“Class G
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Balance or Notional Amount.


 


“Class S Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-18 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor
Trust Assets; provided that the Class S Certificate will not be issued unless the Trust Fund includes ARD Mortgage Loans on the
Closing Date. If issued, the Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount. Because the
Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no Class S Specific Grantor Trust Assets and
the Class S Certificates will not be issued. Accordingly, all references in this Agreement to “Class S Certificate”
and “Class S Certificates” shall be disregarded.


 


“Class S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Vertically Retained Percentage of any Excess
Interest collected on the ARD Mortgage Loans and the Non-Vertically Retained Percentage of amounts held from time to time in the
Excess Interest Distribution Account (if established).


 


“Class VRR Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-19 hereto. The Class VRR Certificates collectively constitute the VRR Interest. The
Class VRR Certificates evidence the Class VRR Upper-Tier Regular Interest and represent undivided beneficial interests in any VRR
Specific Grantor Trust Assets.


 


“Class VRR Upper-Tier
Regular Interest”: A class of “regular interests”, within the meaning of Code Section 860G(a)(1), in the
Upper-Tier REMIC, with the designation “Class VRR”. The Class VRR Upper-Tier Regular Interest is evidenced
by the Class VRR Certificates and will have a principal balance and interest rate equal to the Certificate Balance and Pass-Through
Rate of the Class VRR Certificates from time to time. .


 


“Class X
Certificates”: The Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates and/or the Class
X-E Certificates, as the context requires.


 






    	-25- 



     


    

 


“Class X
Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to: (i) the WAC
Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


 


“Class X-A Components”:
The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-AB Component
and Class A-S Component, each of which constitutes a separate class of “regular interests”, within the meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time
and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


 


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


 


“Class X-B Components”:
The Class B Component and Class C Component, each of which constitutes a separate class of “regular interests”,
within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate
from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-B
Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-B Components.


 


“Class X-B
Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-B
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto.






    	-26- 



     


    




 


“Class X-D Component”:
The Class D Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section
860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount
equal to its Component Notional Amount from time to time.


 


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


 


“Class X-D
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such
Distribution Date.


 


“Class X-E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


 


“Class X-E Component”:
The Class E Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section
860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount
equal to its Component Notional Amount from time to time.


 


“Class X-E
Notional Amount”: With respect to the Class X-E Certificates as of any date of determination, the Component Notional
Amount of the Class X-E Component.


 


“Class X-E
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-E Component for such
Distribution Date.


 


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


 


“Clearstream”:
Clearstream Banking, société anonyme, and its successors in interest.


 


“Closing Date”:
August 15, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender Agreement”:
With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar
agreement governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s). The only Co-Lender Agreements
related to the Trust as of the Closing Date are the General Motors Building Co-Lender Agreement, the Starwood Capital Group Hotel
Portfolio Co-Lender Agreement, the Olympic Tower Co-Lender Agreement, the 245 Park Avenue Co-Lender Agreement, the IGT Reno Co-Lender
Agreement, the Brookwood Self Storage LA-MS Portfolio Co-Lender Agreement and the Gurnee Mills Co-Lender Agreement.


 






    	-27- 



     


    

 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Loan Combination, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised
Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account
in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such
determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and
as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties
(provided, that in the case of an Outside 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 Special Servicer), plus (z) any other escrows or reserves (in addition
to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of
the date of such determination. The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect
to any Collateral Deficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant
to Section 3.29) shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of
any Collateral Deficiency Amount.


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“Wells Fargo Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5”
and which must be an Eligible Account.


 


“Collection
Period”: With respect any Distribution Date, the period beginning on the day immediately following the Determination
Date occurring in the month preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period
for the initial Distribution Date, with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately
following the Due Date for such Mortgage Loan or Companion Loan 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 Determination Date occurring in the month in which that Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Communication
Request”: As defined in Section 5.07(a) of this Agreement.


 


“Companion Loan”:
Any mortgage loan that is part of a Loan Combination but is not an asset of the Trust. The only Companion Loans related to the
Trust as of the Closing Date are the General Motors Building Companion Loans, the Starwood Capital Group Hotel Portfolio Companion
Loans, the Olympic Tower Companion Loans, the 245 Park Avenue Companion


 






    	-28- 



     


    

 


Loans,
the IGT Reno Companion Loans, the Brookwood Self Storage LA-MS Portfolio Companion Loan and the Gurnee Mills Companion Loans.


 


“Companion Loan
Holder”: The holder of a Companion Loan.


 


“Companion Loan
Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related Companion
Loan Holder.


 


“Companion Loan
Rating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the
securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion
Loan or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be
in electronic form) by each applicable Companion Loan 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 such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a
written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining
to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion
Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion
Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Companion Loan
Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in
this Agreement.


 


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this
Agreement to cover Prepayment Interest Shortfalls.


 


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3
Component, Class A-4 Component, Class A-AB Component and Class A-S Component; with respect to the Class X-B Certificates,
each of the Class B Component and Class C Component; with respect to the Class X-D Certificates, the Class D Component; and with
respect to the Class X-E Certificates, the Class E Component.


 


“Component Notional
Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance
of the Corresponding Lower-Tier Regular Interest for that Component.


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage; provided
that, in the case of an Outside Serviced Mortgage Loan,


 






    	-29- 



     


    

 


“Condemnation
Proceeds” under this Agreement shall be limited to any related proceeds of the type described above in this definition that
are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in
the related Co-Lender Agreement.


 


“Confidential
Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
the Certificate Administrator, and the Trustee, all material non-public information obtained in the course of and as a result of
such Person’s performance of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or
Serviced Loan Combination), any Mortgagor and any Mortgaged Property, unless such information (i) was already in the possession
of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than
its activities as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, or (iii) is or becomes generally available to the public other than as a result of a disclosure
by the Master Servicer Servicing Personnel, the Special Servicer Servicing Personnel, the Operating Advisor Personnel, the Certificate
Administrator Personnel or the Trustee Personnel.


 


“Consent Fees”:
With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval (or review
thereof) required or requested pursuant to the terms of the Loan Documents that does not involve a modification evidenced by a
signed writing, assumption, extension, waiver or amendment of the terms of the Loan Documents.


 


“Consultation
Election Notice”: As defined in Section 2.03(g).


 


“Consultation
Requesting Certificateholder”: Any Certificateholder or Certificate Owner that timely delivers a Consultation Election
Notice.


 


“Consultation
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a
Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater
than 25% of the initial Certificate Balance of that Class of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d)
or Section 6.09(h) of this Agreement; provided, however, that a Consultation Termination Event shall in no event
exist at any time that the Certificate Balance of each Class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class
A-S, Class B, Class C, Class D and Class E Certificates (without regard to the allocation of Appraisal Reduction Amounts) has
been reduced to zero. With respect to Excluded Mortgage Loans, a Consultation Termination Event shall be deemed to exist.


 


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


 


“Control Termination
Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a Certificate
Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance with Section
3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance of such Class of Certificates or
(ii) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however,
that a Control Termination Event shall in no event exist at any time that the Certificate Balance of each Class of the Class A-1,
Class A-2, Class A-3, Class A-4,





 






    	-30- 



     


    

 


Class A-AB, Class A-S,
Class B, Class C, Class D and Class E Certificates (without regard to the allocation of Appraisal Reduction Amounts) has been
reduced to zero. With respect to Excluded Mortgage Loans, a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount allocable to such Class in accordance
with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of such Class or if
no Class of Control Eligible Certificates meets the preceding requirement, the Class F Certificates; provided, however,
that (at any time that the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S,
Class B, Class C, Class D and Class E Certificates has been reduced to zero without regard to the allocation of Appraisal Reduction
Amounts) (a) in the case of any Class of Control Eligible Certificates to which the designation of “Controlling Class”
would otherwise shift by operation of this definition, where the Certificate Balance of such Class of Control Eligible Certificates
has been reduced to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amount) prior to such shift, then
designation of “Controlling Class” shall not shift and shall remain with the Class of Control Eligible Certificates
currently designated as the Controlling Class, and (b) in the case of any Class of Control Eligible Certificates which is then
designated the “Controlling Class”, if the Certificate Balance of such Class of Control Eligible Certificates is reduced
to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amount), then the designation of “Controlling
Class” shall shift to the Class of Control Eligible Certificates that is the most subordinate and that also has a remaining
Certificate Balance. The Controlling Class as of the Closing Date will be the Class G Certificates.


 


“Controlling
Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Administrator from time to time.


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least
a majority of the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate Administrator
by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special
Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that,
(i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt
of notice from the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate
Balance of the Controlling Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative
shall be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance
of the Controlling Class, as identified (in writing with contact information) to the Certificate Administrator (who shall notify
the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the occurrence of any of the events or circumstances
specified in clauses (i), (ii) or (iii) above, the Controlling Class Certificateholder that owns Certificates
representing the largest aggregate Certificate Balance of the Controlling Class has not been identified to the Certificate Administrator
(and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer shall have no obligation
to obtain the consent of, or consult with, any Controlling Class Representative


 






    	-31- 



     


    

 


until
notified of the identity of such largest Controlling Class Certificateholder or otherwise notified of the identity of the Controlling
Class Representative as provided in this Agreement. No Person may exercise any of the consent or consultation rights and powers
of the Controlling Class Representative with respect to an Excluded Mortgage Loan.


 


The initial Controlling
Class Representative on the Closing Date shall be RREF III-D AIV RR, LLC, and the Certificate Registrar and the other parties
to this Agreement shall be entitled to assume RREF III-D AIV RR, LLC is the Controlling Class Representative on behalf of the Controlling
Class Certificateholders, until the Certificate Administrator, the Master Servicer, the Special Servicer and each other Controlling
Class Certificateholder receives (a) written notice of a replacement Controlling Class Representative or (b) written
notice that RREF III-D AIV RR, LLC is no longer the Holder (or Certificate Owner) of a majority of the applicable Controlling Class.


 


“Corporate Trust
Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust
business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee CD2017-CD5, and (ii) the Certificate Administrator
is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention
- Global Transaction Services, CD 2017-CD5, and for all other purposes, except as specifically set forth herein, 388 Greenwich
Street, New York, New York 10013, Attention: Global Transaction Services, CD 2017-CD5.


 


“Corrected
Loan”: Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition
of “Specially Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan
or a related Mortgaged Property becoming an REO Property).


 


“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.


 


“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Principal Balance Certificates or
Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Principal Balance
Certificates or Component.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is
a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying


 






    	-32- 



     


    

 


or backing
them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If
an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®”
shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably
acceptable to the Certificate Administrator, the Special Servicer and, for so long as no Control Termination Event has occurred
and is continuing, the Controlling Class Representative.


 


“CREFC®
Advance Recovery Report”: A 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®
Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Assumption Modification Posting Instructions 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®
Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense 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®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially
in the form of and containing the information called for therein, or such other form for the presentation of such information as
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 






    	-33- 



     


    

 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, 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®
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 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®
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 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®
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 (including any REO Mortgage 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, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan
and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business
on the Distribution Date in the related 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 is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual
Property Royalty License Fee shall be payable from the Lower-Tier REMIC.


 


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


 






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“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 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®
Investor Reporting Package (IRP)”: Collectively: (a)  the following eight data files (and any other files as
may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting
Package (IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic
Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC®
Financial File, (vi) CREFC® Collateral Summary File, (vii) CREFC® Special Servicer Loan
File and (viii) CREFC® Schedule AL File;


 


(b)          
the following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent
Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC®
Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance
Recovery Report, and (x) CREFC® Total Loan Report;


 


(c)           the
following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal
Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of
Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC®
Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC®
Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template,
(ix) CREFC® Loan Modification Report Template; (x) CREFC® Loan Liquidation Report Template,
(xi) CREFC® REO Liquidation Report Template; (xii) CREFC® Payment Posting Instructions Template;
(xiii) CREFC® Modification Posting Instructions Template; (xiv) CREFC® Assumption Modification
Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and


 


(d)           such other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC®
Investor Reporting Package (CREFC® IRP)” from time to time.


 


“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 Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation


 






    	-35- 



     


    

 


Report
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®
Loan Modification Report Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Modification Report 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®
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®
Modification Posting Instructions Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Modification Posting Instructions 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®
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 monthly 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®
Payment Posting Instructions Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Payment Posting Instructions 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.





 






    	-36- 



     


    

 


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


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Reconciliation of Funds Template” available 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®
REO Liquidation Report Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “REO Liquidation Report 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®
REO Status Report”: The 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 required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB and Item 601(b)(102)
of Regulation S-K and otherwise called for therein, or such other form containing such required information for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“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 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®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator 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®
Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each
Performing 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


 






    	-37- 



     


    




 


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


 


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


 


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation, and its successors in interest.


 


“CREFI Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2017, by and between CREFI and
the Depositor.


 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups
included as assets of the Trust as of the Closing Date.


 


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.


 


“Cross-Over
Date”: The first Distribution Date as of which (without regard to any distribution of the Principal Distribution Amount
on such Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates
have been reduced to zero due to the application of Realized Losses.


 


“CSAIL 2016-C7
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of November 1, 2016, between Credit Suisse
Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate


 






    	-38- 



     


    

 


administrator, Wilmington Trust, National
Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, as the same
may be amended from time to time in accordance with the terms thereof, pursuant to which the CSAIL 2016-C7 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C7 were issued.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, 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 Certificate
Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination
of any Cumulative Appraisal Reduction Amount. None of the Master Servicer, the Trustee nor the Certificate Administrator shall
calculate or verify any Cumulative Appraisal Reduction Amount.


 


“Cure/Contest
Period”: As defined in Section 11.01(b)(vii).


 


“Custodial Agreement”:
The custodial agreement, if any, from time to time in effect between the Custodian named therein (if other than the Trustee) and
the Trustee, as the same may be amended or modified from time to time in accordance with the terms thereof. For avoidance of doubt,
as of the Closing Date, the Custodian is the Trustee.


 


“Custodian”:
Any custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such
custodian, named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator
or the Master Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may
not be the Depositor, a Mortgage Loan Seller or any Affiliate thereof. The Certificate Administrator shall be the initial Custodian.


 


“Cut-Off Date”:
With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that
has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of
that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


 


“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 special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and
custodian, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, and as the same may be amended
from time to time in accordance with the terms thereof, pursuant to which the DBJPM 2017-C6 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2017-C6 were issued.


 


“DBNY”:
Deutsche Bank AG, New York Branch, and its successors in interest.


 






    	-39- 



     


    

 




“DBRS”: DBRS,
Inc. or its successors in interest.


 


“Debt Service Coverage
Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month period
covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by
the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (which do not include Balloon
Payments) due under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided that with
respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified on the
Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and then
paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include
interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


“Default”:
An event of default under any Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage of
time or the giving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Loan Combination,
if applicable).


 


“Default Interest”:
With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such
Mortgage Loan or Serviced Companion Loan as provided in the related 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.


 


“Default Rate”:
With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues on such Mortgage
Loan or Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Serviced Companion
Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted Loan”:
A Serviced Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent in respect of its Balloon
Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related
Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as to which the
Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness
evidenced by the related Note.


 


“Defaulted Mortgage
Loan”: A Mortgage Loan that is a Defaulted Loan.


 


“Defaulted Serviced
Loan Combination”: Any Serviced Loan Combination with respect to which the related Serviced Mortgage Loan or Serviced
Companion Loan is a Defaulted Loan.


 


“Defeasance Loan”:
Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.


 


“Defective Mortgage
Loan”: As defined in Section 2.03(a) of this Agreement.



 



    	-40- 



     


    

  


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


 


“Definitive Certificate”:
Any Certificate in fully registered certificated form without interest coupons.


 


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


 


“Depositor”:
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, and its successors and assigns.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository Participant”:
A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the
Depository.


 


“Designated Servicing
Documents”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, if applicable, collectively the
following documents:


 


(1)       (A)
a copy of the executed Note for such Mortgage Loan (or, alternatively, if the original executed Note has been lost, a copy of a
lost note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Loan Combination, a copy of the
executed Note for the related Companion Loan;


 


(2)       a
copy of the related Loan Agreement, if any;


 


(3)       a
copy of the Mortgage;


 


(4)       a
copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or Serviced Loan Combination, if any;


 


(5)       any
pre-funding insurance review documentation and insurance certificates (for insurance policies other than environmental policy);


 


(6)       a
copy of any related title insurance policy or a marked up commitment therefor;


 



    	-41- 



     


    

 


(7)           a
copy of any environmental insurance policy or a copy of the insurance certificate therefor;


 


(8)           legal
description of the related Mortgaged Property;


 


(9)           a
copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from
the Loan Agreement and the Mortgage);


 


(10)         a
copy of the agreement governing post-closing obligations (if such item is a document separate from the Loan Agreement and the Mortgage),
if any;


 


(11)         a
copy of the closing statement and/or sources and uses statement;


 


(12)         the
related Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result in any liability
to the related Mortgage Loan Seller);


 


(13)         the
related Mortgagor tax ID;


 


(14)         a
PIP Schedule (if such item is a document separate from the Loan Agreement and the Mortgage), if any;


 


(15)         a
copy of an approved operating budget, if applicable;


 


(16)         a
copy of the related Ground Lease relating to such Mortgage Loan (or Serviced Loan Combination, if applicable), if any; and


 


(17)         in
the case of a Serviced Loan Combination, a copy of the related Co-Lender Agreement.


 


“Designated Site”:
The internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers, initially
located at www.intralinks.com.


 


“Determination Date”:
The eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next Business Day), commencing
in September 2017.


 


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


 


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


 


(i)          (A)
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
on behalf of the Certificateholders or in blank, and further showing a complete, unbroken chain of endorsement from the originator
(if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost,
a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination,
the executed Note for each related Serviced Companion Loan;


 



    	-42- 



     


    

 


(ii)         the
Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned
from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)       any
related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments
thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage
Loan Seller);


 


(iv)       final
written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,
any Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular
item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument
being modified is a recordable document;


 


(v)       the
policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Loan
Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be
a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the title insurer
or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title
insurer) to issue such title insurance policy;


 


(vi)       the
Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable), if any, and any ground lessor
estoppel;


 


(vii)      the
related Loan Agreement, if any;


 


(viii)     the
guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(ix)        the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(x)         the
environmental indemnity from the related Mortgagor, if any;


 


(xi)        the
related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage)
and, if applicable, any intervening assignments thereof;


 


(xii)       any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such
Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee


 



    	-43- 



     


    

 


prior to the Trustee and UCC-3
assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such assignment
submitted or to be submitted for filing), if in the possession of the applicable Mortgage Loan Seller;


 


(xiii)      in the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the
related intercreditor agreement;


 


(xiv)     any
related environmental insurance policy;


 


(xv)      any
letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof;


 


(xvi)     any
related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit
of the Certificateholders the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request
be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the
notice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the
related Serviced Loan Combination and any related assignment thereof; and


 


(xvii)       in
the case of a Mortgage Loan that is part of a Loan Combination, the related Co-Lender Agreement;


 


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


 


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


 


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


 


(e)           a
copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, 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;


 



    	-44- 



     


    

 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of the origination settlement statement;


 


(r)            a
copy of any Insurance Summary Report;


 


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


 


(t)            a
copy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included
in the origination settlement statement;


 


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


 


(v)           unless
already included as part of the environmental reports, a copy of any closure letter (environmental); and


 


(w)          unless
already included as part of the environmental reports, 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 received 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, taking into account whether or not such Mortgage Loan has any additional debt), the
Diligence File shall include a statement to that effect. No information that is proprietary to the related originator or


 



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Mortgage
Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis shall
constitute part of the Diligence File. It is 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.


 


“Diligence File Certification”:
As defined in Section 2.01(i) of this Agreement.


 


“Directing Holder”:
(a) With respect to all of the Serviced Loans other than a Serviced Outside Controlled Loan Combination and any Excluded Mortgage
Loan, the Controlling Class Representative, and (b) with respect to any Serviced Outside Controlled Loan Combination, the related
Outside Controlling Note Holder.


 


“Directly Operate”:
With respect to any REO 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
in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund,
or the performance of any construction work on the REO Property, other than through an Independent Contractor; provided,
however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property
solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property
or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable Special
Servicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration (including,
without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any
of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any guarantor
or indemnitor in respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property
related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure of any Serviced
Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any
other special servicing duties under this Agreement, other than (1) any compensation which is payable to the Special Servicer under
this Agreement and that is set forth in a report that is part of the CREFC® Investor Reporting Package (IRP) for the applicable
period, and (2) any Permitted Special Servicer/Affiliate Fees.


 


“Dispute Resolution
Consultation”: As defined in Section 2.03(g) of this Agreement.


 


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(g) of this Agreement.


 



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“Disqualified Non-U.S.
Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S.
Tax Person that holds the Class R Certificate 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 (ii) 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 Certificate to it is in accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.


 


“Disqualified Organization”:
Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency
or instrumentality of any of the foregoing (other than an instrumentality that 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 any
such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing,
(c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on
unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R
Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives
described in Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of
Counsel to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify
as a REMIC for federal income tax purposes at any time that the Certificates are outstanding. For purposes of this definition,
the terms “United States,” “State” and “International Organization” shall have the meanings
set forth in Code Section 7701 or successor provisions.


 


“Distribution Account”:
Collectively, the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution Account, each of which may be subaccounts
of a single Eligible Account.


 


“Distribution Date”:
The fourth Business Day following each Determination Date, commencing in September 2017. The first Distribution Date shall be September
15, 2017.


 


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


 


“Document Defect”:
As defined in Section 2.03(a) of this Agreement.


 


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


 


“Due Date”:
With respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar month in which
its Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon is scheduled
to be first due (without regard to any grace period); (ii) after the calendar month in which its Maturity Date occurred, the day
of such month that would have been the Due Date in accordance with clause (i) of this definition without regard to the occurrence
of the Maturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage Loan or


 



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REO
Companion Loan, as applicable, the day of such month that would have been the Due Date in accordance with clause (i) of this definition
without regard to the occurrence of such event.


 


“Due Diligence Service
Provider”: As defined in Section 12.13(l) of this Agreement.


 


“Due Period”:
With respect to any Distribution Date and any Mortgage Loan (including an REO Mortgage Loan) or Companion Loan, the period beginning
on the day immediately following the Due Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the Distribution Date occurring in September 2017, if such Mortgage Loan or Companion Loan does not have a Due Date in
such preceding month, beginning on the day after 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 in the month in which such Distribution Date
occurs.


 


“Early Termination Notice
Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans)
is less than 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool initially included in the Trust Fund.


 


“EDGAR”: The
Commission’s Electronic Data Gathering and Retrieval System.


 


“EDGAR-Compatible Format”:
(a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information required pursuant
to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor, Certificate Administrator
and the Master Servicer and (b) with respect to any other document or information, any format compatible with EDGAR, including
HTML, Word, Excel or clean, searchable PDFs.


 


“Eligible Account”:
Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
(including the Trustee and the Certificate Administrator), the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch and Moody’s
in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial
Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt
obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least
“AA-” by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations
of such depository institution or trust company are rated no less than “F1” by Fitch) and “A2” by Moody’s
or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch and “P-1”
by Moody’s), (ii) an account or accounts maintained with Wells Fargo Bank, National Association or Citibank, N.A. so long
as Wells Fargo Bank, National Association’s or Citibank, N.A.’s, as applicable, long-term unsecured debt rating or
deposit account rating shall be at least “A-” by Fitch and “A2” by Moody’s (if the deposits are to
be held in the account for more than 30 days) or Wells Fargo Bank, National Association’s or Citibank, N.A.’s, as applicable,
short-term deposit account or short-term unsecured debt rating shall be at least “F1” by Fitch and “P-1”
by Moody’s (if the deposits are to be held in the account for 30 days or less), (iii) a segregated trust account or accounts
maintained


 



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with the corporate trust department of a federal or state chartered depository institution or trust company that, in
either case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital
and surplus of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations
substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority,
and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, (iv) 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) - (iii) 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, or (v) such other
account or accounts not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation has been obtained
from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 


“Eligible Asset Representations
Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations reviewer on a
transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special servicer,
operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P, DBRS
or 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 2.10, (c) is not (and is not Risk Retention Affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder, the
Third Party Purchaser, any Risk Retention Consultation Party or any of their respective Risk Retention Affiliates, (d) has not
performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory
or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf
of any Sponsor, any Mortgage Loan Seller, any Underwriter, any Initial Purchaser, the Directing Holder, any 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 (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s,
Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction for which
Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of, one
or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor,
as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the business of
analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of


 



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experience in collateral
analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience
in the workout and management of distressed commercial real estate assets, (iii) that can and will make the representations and
warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not Risk Retention Affiliated with)
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller,
the Controlling Class Representative, the Third Party Purchaser, any Risk Retention Consultation Party or a depositor, a trustee,
a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any
of their respective Risk Retention Affiliates, (v) that has not been paid any fees, compensation or other remuneration by any Special
Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of
the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi)
that 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 Operating Advisor or any fees to which it is entitled
as Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.


 


“Emergency Advance”:
Any Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its sole discretion in accordance
with the Servicing Standard) or (b) to request the Master Servicer to make, that must be made in an emergency situation or on an
urgent basis within two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid any material
penalty, any material harm to a Mortgaged Property securing a Mortgage Loan or any other material adverse consequence to the Trust
Fund or any related Companion Loan Holder.


 


“Enforcing Party”:
In connection with any Repurchase Request, (i) in the event one or more Requesting Certificateholders or Consultation Requesting
Certificateholders has delivered a Final Dispute Resolution Election Notice with respect thereto pursuant to Section 2.03(g)
of this Agreement, with respect to the mediation or arbitration that arises out of such Final Dispute Resolution Election Notice,
such Requesting Certificateholder(s) and/or Consultation Requesting Certificateholder(s), or (ii) in all other cases, the Enforcing
Servicer.


 


“Enforcing Servicer”:
The Special Servicer.


 


“Environmental Report”:
The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller
in connection with the origination or acquisition of the related Mortgage Loan.


 


“ERISA”: The
Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“ERISA Restricted Certificate”:
Any Class X-E, Class E, Class F, Class G or, if transferred through Citigroup Global Markets Inc. or Deutsche Bank Securities Inc.,
Class VRR Certificate; provided that any such Certificate: (a) will cease to be considered an ERISA Restricted Certificate
and (b) will cease to be subject to the transfer restrictions with respect to ERISA Restricted Certificates contained in Section
5.03(n) of this Agreement if, as of the date of a


 



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proposed transfer of such Certificate, it is rated in one of the four highest
generic ratings categories by a credit rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant
provisions of ERISA would permit the transfer of such Certificate to a Plan.


 


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement.


 


“Escrow Payment”:
Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement
for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated
improvements and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


 


“Excess Interest”:
With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date
allocable to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon, to the extent permitted
by applicable law and the related Loan Documents. The Excess Interest on any ARD Mortgage Loan shall not be an asset of any Trust
REMIC, but rather shall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans as of the
Closing Date, there will be no Excess Interest. Accordingly, all references in this Agreement to “Excess Interest”
shall be disregarded.


 


“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. If there is Excess Interest, the Class S Certificates and the Class VRR Certificates shall be the only
Classes of Excess Interest Certificates issued under this Agreement. Because the Trust Fund will not include ARD Mortgage Loans
as of the Closing Date, there will be no Excess Interest. Accordingly, there will be no Excess Interest Certificates and all references
to “Excess Interest Certificate” and “Excess Interest Certificates” shall be disregarded.


 


“Excess Interest Distribution
Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section
3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which (subject to changes in the identities
of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as Certificate Administrator, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of CD 2017-CD5 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 – Excess Interest Distribution Account”. Any such
account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders
of the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an asset of the Lower Tier REMIC or
the Upper Tier REMIC, but rather shall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans
as of the Closing Date, there will be no Excess Interest. Accordingly, no Excess Interest Distribution Account will be established
and all references in this Agreement to “Excess Interest Distribution Account” shall be disregarded.


 



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“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related
REO Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced Companion Loan Holder pursuant
to the related Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been
made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following
the date on which such proceeds were received. With respect to any Outside Serviced Mortgage Loan, Excess Liquidation Proceeds
shall mean such Outside Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined
in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement that are received by the Trust.


 


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities
of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of CD 2017-CD5 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5, Excess Liquidation Proceeds Reserve Account.” Any such
account shall be an Eligible Account.


 


“Excess Modification
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum of (A) the excess
of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional
Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise paid or reimbursed
by the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special Servicing
Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with
respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed from such Modification
Fees (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Modification Fees) and (B) Advances
and Additional Trust Fund Expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A),
which Advances and Additional Trust Fund Expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements
or otherwise. All Excess Modification Fees earned by the Special Servicer shall offset any future Workout Fees or Liquidation Fees
payable with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) or REO Property; provided
that if the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceases being a Corrected Loan, and is subject
to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Serviced Mortgage Loan
(or Serviced Loan Combination, if applicable) ceasing to be a Corrected Loan shall no longer be offset against future Liquidation
Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceased to be a Corrected
Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Loan Combination, if applicable).
If such Mortgage Loan (or Serviced Loan Combination) ceases to be a Corrected Loan, the Special Servicer shall be entitled to a
Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or
amendment or future


 



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liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase,
sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification Fees earned and
paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment (or, as contemplated
by the preceding proviso, a prior modification, waiver, extension or amendment) shall be applied to offset such Liquidation Fee
or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master
Servicer or the Special Servicer (after taking into account any offset described above applied during such 12-month period) with
respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal to the greater
of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) after
giving effect to such transaction, and (ii) $25,000.


 


“Excess Penalty Charges”:
With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected
in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed Advances and Additional Trust
Fund Expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by the related
Mortgagor, but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf
of the Trust (and, if applicable, the related Serviced Companion Loan Holder) with respect to such Serviced Loan and reimbursed
from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges)
in accordance with Section 3.14 of this Agreement and (B) Advances and expenses previously paid or reimbursed from Penalty
Charges as described in the immediately preceding clause (A), which Advances and expenses have been recovered from the related
Mortgagor or otherwise.


 


“Excess Prepayment Interest
Shortfall”: With respect to any Distribution Date, 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 such Distribution Date
that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date and/or the portion
of any compensating interest payments allocable to any Outside Serviced Mortgage Loan to the extent received from the related Outside
Master Servicer.


 


“Excess Servicing Fees”:
With respect to each Mortgage Loan (including an REO Mortgage Loan), that portion of the Servicing Fee that accrues at a per
annum rate equal to the Excess Servicing Fee Rate.


 


“Excess Servicing Fee
Rate”: With respect to each Mortgage Loan (including an REO Mortgage Loan), a rate per annum equal to the Servicing
Fee Rate minus (i) the applicable fee rate, if any, set forth under the column labeled “Subservicing Fee Rate (%)”
on the Mortgage Loan Schedule, minus (ii) the applicable fee rate, if any, set forth under the column labeled “Outside Servicing
Fee Rate (%)” on the Mortgage Loan Schedule, minus (iii) 0.00125%; provided that such rate shall be subject to reduction
at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor
is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section
7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the


 



    	-53- 



     


    

 


Trustee) for the Trustee to appoint
a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02
of this Agreement.


 


“Excess Servicing Fee
Right”: With respect to each Mortgage Loan (including an REO Mortgage Loan with respect thereto), the right to receive
Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner
of such Excess Servicing Fee Right.


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or
any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Mortgage Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Certificateholder or Controlling Class Representative, as the case may be, shall provide notice in the form
of Exhibit M-1F hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance with Section 12.04
of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class
Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit M-1G hereto, which notice shall provide the CitiDirect Login 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.


 


“Excluded Controlling
Class Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the
Controlling Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance
of doubt, if a Mortgage Loan or a Loan Combination is not an Excluded Controlling Class Mortgage Loan, such Mortgage Loan or Loan
Combination also is not an Excluded Mortgage Loan.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling
Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation,
any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially
Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s Certificates
delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b)
supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special Servicer’s
net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property
condition reports and such other information and reports designated as Excluded Information (other than such information with respect
to such Excluded Controlling Class Mortgage Loan that


 



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is aggregated with information of other Mortgage Loans at a pool level) by
the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be. 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 Mortgage Loan) and any Schedule AL Additional File shall not be considered “Excluded
Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information
for posting to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32
hereof. 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 3.32 hereof.


 


“Excluded Mortgage Loan”:
A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling Class Representative
or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more than 50% of the Controlling
Class (by Certificate Balance) is a Borrower Party (or are Borrower Parties, as applicable). For the avoidance of doubt, any Excluded
Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.


 


“Excluded Mortgage Loan
Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.


 


“Excluded RRCP Mortgage
Loan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage Loan or Loan
Combination with respect to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such Risk Retention
Consultation Party is a Borrower Party.


 


“Excluded Special Servicer
Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports solely relating
to such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including,
without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports,
any Officer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special Servicer or the Trustee
pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor
Annual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable, shall be entitled
to access and view any Operating Advisor Annual Report relating to itself, even if such report also includes information about
any Excluded Special Servicer Mortgage Loan), any determination of the related Excluded Mortgage Loan Special Servicer’s
net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property
condition reports and such other information and reports designated as Excluded Special Servicer Information (other than such information
with respect to such Excluded Special Servicer Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool
level) by the Master Servicer, the related Excluded Mortgage Loan Special Servicer or the Operating Advisor, as the case may be.
For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP)


 



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(other than
the CREFC® Special Servicer Loan File relating to any Excluded Special Servicer Mortgage Loan) shall not be considered “Excluded
Special Servicer Information”.


 


“Excluded Special Servicer
Mortgage Loan”: As of any date of determination, any Mortgage Loan or Loan Combination with respect to which the related
Special Servicer, to its knowledge, is a Borrower Party.


 


“FDIC”: The
Federal Deposit Insurance Corporation, and its successors in interest.


 


“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 Special Servicer to the Operating Advisor or the related Directing Holder or any Risk
Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan) or any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communications (other than
the related Asset Status Report) between the Special Servicer, on the one hand, and the related Directing Holder, any Risk Retention
Consultation Party and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), on the other
hand, with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final
Asset Status Report unless any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative (if any other
Serviced Loan(s) (other than any Excluded Mortgage Loan) are involved), as applicable, 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 this Agreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise
implemented by the Special Servicer in accordance with this Agreement.


 


“Final Dispute Resolution
Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Final Recovery Determination”:
With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Loan (or, in the case of
an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement) or REO Mortgage Loan, as the
case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside Special Servicer with respect to
an Outside Serviced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous concept) under the applicable
Outside Servicing Agreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately
be recoverable; provided that with respect to each Outside Serviced Mortgage Loan, the Final Recovery Determination shall
be made by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement.


 


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


 



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Servicer
and the Special Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


 


“Form 8-K Disclosure
Information”: As defined in Section 10.07 of this Agreement.


 


“GACC”: German
American Capital Corporation, a Maryland corporation, and its successors in interest.


 


“GACC General Motors
Building Note”: With respect to the General Motors Building Mortgage Loan, that certain promissory note A-2-C2-1 in the
original principal amount of $50,000,000 made by the related Mortgagor in favor of DBNY, as the same may hereafter be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


 


“GACC Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of August 1, 2017, by and between GACC and the Depositor.


 


“General Motors Building
Co-Lender Agreement”: With respect to the General Motors Building Loan Combination, the related agreement between note
holders, dated as of June 30, 2017, by and between the holder of the General Motors Building Mortgage Loan and the General Motors
Building Companion Loan Holders, relating to the relative rights of the holder of the General Motors Building Mortgage Loan and
the General Motors Building Companion Loan Holders, as the same may be amended and/or restated from time to time in accordance
with the terms thereof.


 


“General Motors Building
Companion Loan Holder”: The holder of a General Motors Building Companion Loan.


 


“General Motors Building
Companion Loans”: The General Motors Building Pari Passu Companion Loans and the General Motors Building Subordinate
Companion Loans.


 


“General Motors Building
Loan Combination”: The General Motors Building Mortgage Loan, together with the General Motors Building Companion Loans,
each of which is secured by the General Motors Building Mortgage. References herein to the General Motors Building Loan Combination
shall be construed to refer to the aggregate indebtedness secured under the General Motors Building Mortgage.


 


“General Motors Building
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “General
Motors Building” and securing the General Motors Building Mortgage Loan and the General Motors Building Companion Loans.


 


“General Motors Building
Mortgage Loan”: With respect to the General Motors Building Loan Combination, the Mortgage Loan included in the Trust
that is (i) secured by the General Motors Building Mortgage, (ii) evidenced by promissory notes A-2-C2-1, A-3-C2 and A-3-C3-2 and
(iii) to the extent set forth in the related Loan Documents and as provided in the General Motors Building Co-Lender Agreement,
pari passu in right of payment with the General


 



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Motors Building Pari Passu Companion Loans and generally senior in right of payment
to the General Motors Building Subordinate Companion Loans.


 


“General Motors Building
Pari Passu Companion Loans”: With respect to the General Motors Building Loan Combination, the related promissory notes
made by the related Mortgagor, secured by the General Motors Building Mortgage and designated as promissory notes A-1-A1, A-1-A2,
A-1-A3, A-1-C1, A-1-C2, A-1-C3-1, A-1-C3-2, A-1-C4, A-1-S, A-2-A1, A-2-A2, A-2-A3, A-2-C1, A-2-C2-2, A-2-C3, A-2-S, A-3-A1, A-3-A2-1,
A-3-A2-2, A-3-A3, A-3-C1, A-3-C3-1, A-3-S, A-4-A1, A-4-A2, A-4-A3, A-4-C1, A-4-C2, A-4-C3 and A-4-S, respectively, which are not
included in the Trust and, to the extent set forth in the related Loan Documents and as provided in the General Motors Building
Co-Lender Agreement, are pari passu in right of payment with the General Motors Building Mortgage Loan and generally senior in
right of payment to the General Motors Building Subordinate Companion Loans, as any such promissory note may be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any promissory
note evidencing a General Motors Building Pari Passu Companion Loan is split and replaced with 2 or more replacement promissory
notes, each such replacement promissory note will evidence a separate General Motors Building Pari Passu Companion Loan.


 


“General Motors Building
Mortgaged Property”: The Mortgaged Property identified on the Mortgage Loan Schedule as “General Motors Building”


 


“General Motors Building
Subordinate Companion Loans”: With respect to the General Motors Building Loan Combination, the related promissory notes
made by the related Mortgagor, secured by the General Motors Building Mortgage and designated as promissory notes B-1-S, B-2-S,
B-3-S and B-4-S, which are not included in the Trust and are generally subordinate in right of payment to the General Motors Building
Mortgage Loan and the General Motors Building Pari Passu Companion Loans to the extent set forth in the related Loan Documents
and as provided in the General Motors Building Co-Lender Agreement, as any such promissory note may be amended, restated, replaced,
extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any promissory note evidencing
a General Motors Building Subordinate Companion Loan is split and replaced with 2 or more replacement promissory notes, each such
replacement promissory note will evidence a separate General Motors Building Subordinate Companion Loan.


 


“General Special Servicer”:
As defined in Section 6.08(i) of this Agreement.


 


“Global Certificates”:
Any Certificate registered in the name of the Depository or its nominee.


 


“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, which at all times shall be treated as a “grantor trust” under the Grantor
Trust Provisions, consisting of any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and, if established,
the Excess Interest Distribution Account, beneficial ownership of which is represented by the Grantor Trust Certificates. There
will not be any VRR Specific Grantor Trust Assets or Class S Specific


 



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Grantor Trust Assets, and no Excess Interest Distribution
Account will be established. Accordingly, there will not be a Grantor Trust and all references in this Agreement to “Grantor
Trust” shall be disregarded.


 


“Grantor Trust Certificates”:
Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated as evidencing an interest
in the Grantor Trust. If there is a Grantor Trust, the Class S Certificates and the Class VRR Certificates shall be the only Classes
of Grantor Trust Certificates issued under this Agreement. There will be no Grantor Trust. Accordingly, there will be no Grantor
Trust Certificates, and all references in this Agreement to “Grantor Trust Certificate” and “Grantor Trust Certificates”
shall be disregarded.


 


“Grantor Trust Provisions”:
Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Gurnee Mills Co-Lender
Agreement”: With respect to the Gurnee Mills Loan Combination, the related agreement between note holders, dated as of
November 3, 2016, by and between the holder of the Gurnee Mills Mortgage Loan and the Gurnee Mills Companion Loan Holders, relating
to the relative rights of the holder of the Gurnee Mills Mortgage Loan and the Gurnee Mills Companion Loan Holders, as the same
may be amended and/or restated from time to time in accordance with the terms thereof.


 


“Gurnee Mills Companion
Loans”: With respect to the Gurnee Mills Loan Combination, the related promissory notes made by the related Mortgagor,
secured by the Gurnee Mills Mortgage and designated as promissory notes A-1A, A-1B, A-2A, A-2B, A-3A, A-3B and A-4B, respectively,
which are not included in the Trust and are pari passu in right of payment with the Gurnee Mills Mortgage Loan to the extent set
forth in the related Loan Documents and as provided in the Gurnee Mills Co-Lender Agreement, as any such promissory note may be
amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time.
If any promissory note evidencing a Gurnee Mills Companion Loan is split and replaced with 2 or more replacement promissory notes,
each such replacement promissory note will evidence a separate Gurnee Mills Companion Loan.


 


“Gurnee Mills Companion
Loan Holder”: The holder of a Gurnee Mills Companion Loan.


 


“Gurnee Mills Loan Combination”:
The Gurnee Mills Mortgage Loan, together with the Gurnee Mills Companion Loans, each of which is secured by the Gurnee Mills Mortgage.
References herein to the Gurnee Mills Loan Combination shall be construed to refer to the aggregate indebtedness secured under
the Gurnee Mills Mortgage.


 


“Gurnee Mills Mortgage”:
The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Gurnee Mills” and securing
the Gurnee Mills Mortgage Loan and the Gurnee Mills Companion Loans.


 


“Gurnee Mills Mortgage
Loan”: With respect to the Gurnee Mills Loan Combination, the Mortgage Loan included in the Trust that is (i) secured
by the Gurnee Mills Mortgage, (ii) evidenced by promissory note A-4A and (iii) pari passu in right of payment with


 



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the Gurnee Mills
Companion Loans to the extent set forth in the related Loan Documents and as provided in the Gurnee Mills Co-Lender Agreement.


 


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or
any other environmental laws now or hereafter existing, 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.


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest, the Trustee for the
benefit of the Certificateholders.


 


“HRR Interest”:
Collectively, the Class F and Class G Certificates, which are purchased for cash by the Third Party Purchaser from the Initial
Purchasers on the Closing Date.


 


“HRR Interest Transfer
Restriction Period”: With respect to the HRR Interest, the period from the Closing Date to the earliest of: (i) the date
that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced
to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate outstanding Certificate
Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate Balance of the Principal
Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; (ii) the date on which all of the Mortgage
Loans have been defeased in accordance with the TPP Risk Retention Requirements set forth in Rule 7(b)(8)(i) of Regulation RR;
or (iii) the date on which Regulation RR has been officially abolished (and the securitization transaction contemplated by this
Agreement is not subject to any other applicable credit risk retention requirements under the Dodd-Frank Act) or, based on a written
opinion of counsel reasonably acceptable to the Depositor and the Retaining Sponsor, officially determined by the Regulatory Agencies
to be no longer applicable to the securitization transaction contemplated by this Agreement or the HRR Interest.


 


“IGT Reno Co-Lender
Agreement”: With respect to the IGT Reno Loan Combination, the related co-lender agreement, dated as of July 20, 2017,
by and between the holder of the IGT Reno Mortgage Loan and the IGT Reno Companion Loan Holders, relating to the relative rights
of the holder of the IGT Reno Mortgage Loan and the IGT Reno Companion Loan Holders, as the same may be amended and/or restated
from time to time in accordance with the terms thereof.


 


“IGT Reno Companion
Loans”: With respect to the IGT Reno Loan Combination, the related promissory notes made by the related Mortgagor, secured
by the IGT Reno Mortgage and designated as promissory notes A-1-B and A-2, which are not included in the Trust and are pari passu
in right of payment with the IGT Reno Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the
IGT Reno Co-Lender Agreement, as any such


 



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promissory note may be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified from time to time. If any promissory note evidencing an IGT Reno Companion Loan
is split and replaced with 2 or more replacement promissory notes, each such replacement promissory note will evidence a separate
IGT Reno Companion Loan.


 


“IGT Reno Companion
Loan Holder”: The holder of an IGT Reno Companion Loan.


 


“IGT Reno Loan Combination”:
The IGT Reno Mortgage Loan, together with the IGT Reno Companion Loans, each of which are secured by the IGT Reno Mortgage. References
herein to the IGT Reno Loan Combination shall be construed to refer to the aggregate indebtedness secured under the IGT Reno Mortgage.


 


“IGT Reno Mortgage”:
The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “IGT Reno” and securing
the IGT Reno Mortgage Loan and the IGT Reno Companion Loans.


 


“IGT Reno Mortgage Loan”:
With respect to the IGT Reno Loan Combination, the Mortgage Loan included in the Trust that is (i) secured by the IGT Reno Mortgage,
(ii) evidenced by promissory note A-1-A and (iii) pari passu in right of payment with the IGT Reno Companion Loans to the extent
set forth in the related Loan Documents and as provided in the IGT Reno Co-Lender Agreement.


 


“Impermissible Risk
Retention Affiliate”: As defined in Section 3.34 of this Agreement.


 


“Impermissible TPP Affiliate”:
As defined in Section 3.34 of this Agreement.


 


“Indemnified Party”:
As defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement, as the context requires.


 


“Indemnifying Party”:
As defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable, of this Agreement, as the
context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Risk
Retention Consultation Party, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)
or any Affiliate thereof, and (ii) is not connected with any such Person 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 Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder
(or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated
for


 



    	-61- 



     


    

 


services by, or (B) the beneficial owner of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan
Sellers, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its
Companion Loan Holder Representative) or any Affiliate thereof, as the case may be, provided that such ownership constitutes
less than 1% of the total assets owned by such Person.


 


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the
meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests 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 or
35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive
any income from such Person and the relationship between such Person and the Trust REMIC is at arm’s length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered
to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator
has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the Certificate Administrator has
received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) 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 Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes
of Code Section 860D(a)) or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property
(provided that such income would otherwise so qualify).


 


“Initial Purchasers”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Drexel Hamilton, LLC, and Wells Fargo Securities, LLC.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner (other than a Holder or Certificate Owner of a Class
VRR Certificate) to deliver a Certificateholder Repurchase Request as described in Section 2.03(f) 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, and a Holder of a Class VRR Certificate may not be an Initial Requesting Certificateholder.


 


“Initial Schedule AL
Additional File”: The data file containing additional information or schedules regarding data points in the Initial Schedule
AL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


 



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


 


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


 


“Institutional Accredited
Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1), (2),
(3) or (7) of Regulation D under the Act or any entity in which all of the equity owners qualify as “accredited investors”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act.


 


“Insurance Proceeds”:
Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including
an Outside Serviced Mortgage Loan) (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement);
provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds” under this Agreement
shall be limited to any related proceeds of the type described above in this definition that are received by the Trust Fund in
connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement or,
if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside Servicing Agreement.


 


“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.


 


“Interest Accrual Amount”:
(a) With respect to any Distribution Date and any Class of Non-Vertically Retained Principal Balance Certificates, an amount equal
to interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on the related Certificate
Balance outstanding immediately prior to such Distribution Date; and (b) with respect to any Distribution Date and a Class of the
Class X Certificates, an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for
all of the respective Components for such Class for such Interest Accrual Period. Calculations of interest for each Interest Accrual
Period shall be made on 30/360 Basis.


 


“Interest Accrual Period”:
With respect to any Distribution Date, the calendar month prior to the month in which such Distribution Date occurs.


 


“Interest Distribution
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to (A) the sum
of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest Shortfall, if any,
with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class
on such Distribution Date pursuant to Section 4.01(j).


 


“Interest Reserve Account”:
The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23 of this
Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall


 



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be entitled
“Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5, Interest
Reserve Account” and which shall be an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, subject to increase as provided in Section 4.01(g)
of this Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class remaining unpaid as of the close
of business on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, (i) in the case of
a Class of Regular Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through
Rate applicable to such Class for the subject Distribution Date, and (ii) in the case of a Class of Interest-Only Certificates,
one month’s interest on that amount remaining unpaid at the WAC Rate for the subject Distribution Date.


 


“Interested Person”:
As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Controlling Class Representative, any Risk Retention Consultation Party,
any Mortgage Loan Seller, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent
Contractor engaged by the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a
Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with
respect to a Defaulted Serviced Loan Combination, the related Other Depositor, the master servicer, the special servicer (or any
independent contractor engaged by such special servicer), or the trustee for the related Other Securitization Trust, the related
Serviced Companion Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person
actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding
entities.


 


“Interest-Only Certificates”:
The Class X-A, Class X-B, Class X-D and Class X-E Certificates, collectively.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)
that references or relates to any of the foregoing.


 


“Investment Account”:
As defined in Section 3.07(a) of this Agreement.


 


“Investment Company
Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


“Investment Decisions”:
Investment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on
behalf of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or
any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable,
or any Person on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the
Operating Advisor or any


 



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Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate
thereof, as applicable, has discretion in connection with Investments.


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate Owner or a prospective
purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class Representative (to the
extent the Controlling Class Representative is not a Certificateholder or Certificate Owner), a Risk Retention Consultation Party
(to the extent such Risk Retention Consultation Party is not a Certificateholder or Certificate Owner) or a Serviced Companion
Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices
(including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A)
(1) in the case of a Person that is neither the Controlling Class Representative nor a Controlling Class Certificateholder, such
Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the
Controlling Class Representative or a Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any
identified Excluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan Holder or its Companion
Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate shall be substantially in the
form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C, Exhibit M-1D or Exhibit M-1E to this Agreement
or in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes
of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder
or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or (2) in the case of the Controlling
Class Representative or any Controlling Class Certificateholder, such Person is a Borrower Party as to any identified Excluded
Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a Mortgage Loan Seller or an
Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus, which certificate shall be substantially
in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which
may be a click-through confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s
website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance
with its policies and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling
Class Certificateholder, such Person (A) shall be prohibited from having access to the Excluded Information solely with respect
to the related Excluded Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation
and/or special servicer appointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling
Class Mortgage Loan.


 


“Investor Q&A Forum”:
As defined in Section 4.02(a) of this Agreement.


 


“Investor Registry”:
As defined in Section 4.02(a) of this Agreement.


 


“IRS”: The
Internal Revenue Service.


 


“KBRA”: Kroll
Bond Rating Agency, Inc. or its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other


 



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nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


 


“Lead Servicing Pari
Passu Companion Loan”: With respect to any Servicing Shift Loan Combination, the related Pari Passu Companion Loan evidenced
by the controlling or lead pari passu promissory note for such Loan Combination. There is no Servicing Shift Loan Combination relating
to the Trust and all references in this Agreement to “Lead Servicing Pari Passu Companion Loan” shall be disregarded.


 


“Liquidation Event”:
With respect to any Mortgage Loan (or Serviced Loan Combination), any of the following events: (i) such Mortgage Loan (or Serviced
Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Serviced
Loan Combination); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to
Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired by the Special
Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder
pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced Loan Combination) is purchased by the holder
of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender Agreement
or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or
condemnation; (vii) such Mortgage Loan (or Serviced Loan Combination) is purchased by any Person in accordance with Section
3.17 of this Agreement; or (viii) in the case of an Outside Serviced Mortgage Loan, such Mortgage Loan is liquidated by any
party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Outside Servicing Agreement
and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan),
any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property
is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders of the
Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of
a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased
by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender
Agreement or similar agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of
this Agreement.


 


“Liquidation Expenses”:
All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property acquired in respect
thereof or final payoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee or referee fees,
and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).


 



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“Liquidation Fee”:
(i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff (or unscheduled
partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related
Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section
2.03 of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other than an REO Property
related to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds
or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment
or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation
Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees
paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition
of “Excess Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with
respect to offset in connection with Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than
$25,000; provided, further, that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan
or Serviced Loan Combination or any Mortgaged Property purchased, repurchased or substituted for pursuant to clauses (iii) through
(v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage
Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following its receipt of notice
or discovery of the Material Defect that gave rise to the particular repurchase or substitution obligation, and (B) clause (v),
the mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement) or the Subordinate Companion
Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement) does not purchase such Serviced Mortgage
Loan or Serviced Loan Combination within 90 days of the date that the first purchase option related to the subject Servicing Transfer
Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable) or
pursuant to clauses (ii) or (iv) of the second sentence of the definition of Liquidation Event (unless with respect to clause (iv),
the mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement) or the Subordinate Companion
Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement) does not purchase such REO Property within
90 days of the date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable under
the related intercreditor agreement or the related Co-Lender Agreement, as applicable), (b) the Liquidation Fee shall be zero with
respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged Property with respect to which a Loss of Value
Payment is made as contemplated by Section 2.03(a) of this Agreement unless the applicable Mortgage Loan Seller does not
make the particular Loss of Value Payment with respect to such Mortgage Loan until after more than 120 days following its receipt
of notice or discovery of the Material Defect that gave rise to the payment of the particular Loss of Value Payment, and (c) the
Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than
120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Defect shall be in an amount equal
to the Liquidation Fee Rate of the outstanding principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided,
further that if a Serviced Mortgage Loan or Serviced Loan


 



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Combination becomes a Specially Serviced Loan only because of
an event described in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity
and the related Liquidation Proceeds or payment are received within 90 days following the related default in connection with the
full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced Loan Combination, if applicable, the Special
Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor
in connection with such liquidation.


 


“Liquidation Fee Rate”:
A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%; provided, however,
that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.


 


“Liquidation Proceeds”:
The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full or discounted payoff
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout)
with respect to a Specially Serviced Loan (ii) a Liquidation Event or (iii) the transfer of any Loss of Value Payments from the
Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(c) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with
such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds”
from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage
Loan Seller).


 


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Loan Combination, the loan agreement, if any, between the related originator(s) and
the Mortgagor, pursuant to which such Mortgage Loan or Serviced Loan Combination was made.


 


“Loan Combination”:
An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each
of which is referred to as a “Companion Loan”) that are not assets of the Trust, which Mortgage Loan and related
Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan Combination”
shall include any successor REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related deemed Companion
Loan(s), if applicable)). The only Loan Combinations related to the Trust as of the Closing Date are the General Motors Building
Loan Combination, the Starwood Capital Group Hotel Portfolio Loan Combination, the Olympic Tower Loan Combination, the 245 Park
Avenue Loan Combination, the IGT Reno Loan Combination, the Brookwood Self Storage LA-MS Portfolio Loan Combination and the Gurnee
Mills Loan Combination.


 


“Loan Combination Custodial
Account”: With respect to any Serviced Loan Combination, the respective segregated account or sub-account created and
maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced
Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates,


 



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Series 2017-CD5,
and the related Serviced Companion Loan Holder, as their interests may appear.”


 


“Loan Combination Special
Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced
Loan Combination or any related REO Property.


 


“Loan Documents”:
With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in connection with the origination
or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable, or subsequently added to the
related Mortgage File, and any related Co-Lender Agreement and/or intercreditor agreement.


 


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan-Related Litigation”:
As defined in Section 3.33 of this Agreement.


 


“Loan-to-Value Ratio”:
With respect to any Mortgage Loan or Serviced Loan Combination, as of any date of determination, the fraction, expressed as a percentage,
the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Loan Combination, as applicable,
and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.


 


“Lock-Box Account”:
With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan
or Serviced Loan Combination to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account shall
be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain
thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Loan Combination and Section 3.07
of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


 


“Lock-Box Agreement”:
With respect to any Mortgage Loan or Serviced Loan Combination, the lock-box or other similar agreement, if any, between the related
originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.


 


“Loss of Value Payment”:
As defined in Section 2.03(a) 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 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but
not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier Principal
Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier


 



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Principal
Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance of each Lower-Tier
Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such Lower-Tier
Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be further permanently
reduced on such Distribution Date by all Realized Losses or VRR Realized Losses, as applicable, deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal
Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The Lower-Tier
Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated
by Section 4.01(g) of this Agreement.


 


“Lower-Tier Regular
Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class
LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Lower-Tier Regular Interests.


 


“Lower-Tier REMIC”:
A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than Excess Interest),
any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable
Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and all proceeds of such
REO Property, other property of the Trust Fund related thereto and amounts (other than Excess Interest and any interest or other
income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Loan Combination Custodial
Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time in the Lower-Tier REMIC Distribution
Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts allocable to the Companion Loans and
any interest or other income earned on such amounts allocable to the Companion Loans.


 


“Lower-Tier REMIC Distribution
Account”: The account or accounts created and maintained as a separate account (or separate sub-account within the same
account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be
entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall
be an asset of the Lower-Tier REMIC.


 


“Lower-Tier Residual
Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the
Lower-Tier REMIC and evidenced by the Class R Certificates.


 


“MAI”: Member
of the Appraisal Institute.


 



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“Major Decision”:
Collectively:


 


(a)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Serviced Loans as come into and continue in default;


 


(b)       any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer or the
Special Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including, without
limitation, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver of
Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of any
Serviced Loan;


 


(c)       any
sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Pari Passu Companion Loan) or REO
Property (other than in connection with the termination of the Trust Fund) for less than the applicable Purchase Price;


 


(d)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(e)       any
release of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of
the foregoing, unless such action is otherwise required pursuant to the specific terms of the related Serviced Loan and there is
no lender discretion;


 


(f)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor
or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without
the consent of the lender under the related loan agreement;


 


(g)       any
approval of property management company changes or franchise changes, in each case to the extent the lender is required to consent
to, or approve, such changes under the related Loan Documents, provided that with respect to property management company changes
(i) the Serviced Loan has an outstanding principal balance greater than $2,500,000, or (ii) the successor property manager is affiliated
with the related Mortgagor;


 


(h)       releases
of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” holdbacks,
escrows or reserves, other than those required pursuant to the specific terms of the related Serviced Loan and for which there
is no lender discretion (for the avoidance of doubt the determination of whether conditions precedent to a borrower’s right
to obtain release have been satisfied will be a matter of lender discretion);


 



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(i)        any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and
for which there is no lender discretion;


 


(j)        any
acceleration of a Serviced Loan following a default or an event of default with respect to a Serviced Loan, any initiation of judicial,
bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged Property;


 


(k)       the
determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”;


 


(l)        any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement (other than with respect
to amendments to split or re-size notes consistent with the terms of the subject Co-Lender Agreement and as to which the consent
of the holder of the related Mortgage Loan is not required), in each case entered into with any mezzanine lender or Companion Loan
Holder or subordinate debt holder related to a Serviced Loan, or an action to enforce rights with respect thereto and in each case,
in a manner that materially and adversely affects the Holders of the Control Eligible Certificates;


 


(m)      any
determination of an Acceptable Insurance Default; and


 


(n)       to
the extent not already set forth above, solely for purposes of compliance with Regulation RR and solely with respect to the Operating
Advisor’s non-binding consultation rights, (i) any material modification of, or waiver with respect to, any provision of
a loan agreement (including a Mortgage), (ii) foreclosure upon or comparable conversion of the ownership of a Mortgaged Property;
and (iii) any acquisition of a Mortgaged Property (provided, however, that for so long as a Control Termination Event has occurred
and is continuing but a Consultation Termination Event has not occurred and is continuing, the Controlling Class Representative
will, to the extent not already set forth above, have consultation rights with respect to the matters specified in this clause
(n));


 


provided, for the avoidance
of doubt, that any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that is set forth
in any of clauses (a) through (n) above in this definition shall constitute a Major Decision regardless of the fact
that such action is being taken in connection with a defeasance; and, provided, further, that, in the case of a Serviced
Outside Controlled Loan Combination, “Major Decision” shall have the meaning as such term or any analogous term is
assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling Class Representative shall have no consent
or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan.


 


“Major Decision Reporting
Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer describing in reasonable
detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended,
and (iii) information regarding any direct or indirect conflict of interest in the subject action, and (b) all information in the
Special Servicer’s possession that is reasonably


 



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requested by the party receiving such Major Decision Reporting Package in
order for such party to exercise any consultation or consent rights available to such party under this Agreement.


 


“Manager”:
With respect to any Mortgage Loan or Serviced Loan Combination, any property manager for the related Mortgaged Properties.


 


“Master Servicer”:
Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or any successor Master Servicer
appointed as herein provided.


 


“Master Servicer Remittance
Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.


 


“Master Servicer Servicing
Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties of
the Master Servicer under this Agreement.


 


“Material Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Material Defect”:
With respect to any Mortgage Loan, a Material Breach or a Material Document Defect, as the case may be, with respect to such Mortgage
Loan.


 


“Material Document Defect”:
As defined in Section 2.03(a) of this Agreement.


 


“Maturity Date”:
With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced
Companion Loan, the Maturity Date for the related Mortgage Loan.


 


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


 


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


 


“Modification Fees”:
With respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification, extension,
waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing)
agreed to by the Master Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application
fees and (b) any fee in connection with a defeasance of such Serviced Loan.


 


“Modified Asset”:
Any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant
to Section 3.24 of this Agreement in a manner that:


 


(a)       affects
the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments
current with respect to such Serviced Loan);


 


(b)       except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material
portion of the related


 



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Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute
real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property
to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon
which the Special Servicer may conclusively rely); or


 


(c)       in
the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan or
materially reduces the likelihood of timely payment of amounts due thereon.


 


“Monthly Payment”:
With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion
Loan), and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage Rate, which is
payable by the related Mortgagor on such Due Date under the related Note or Notes, exclusive of any Balloon Payment. The Monthly
Payment with respect to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or (ii) any Mortgage Loan or Serviced Companion
Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an
extension, shall be the monthly payment that would otherwise have been payable on such Due Date had the related Note not been discharged
or the related Maturity Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on
the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Loan Combination
is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan(s).


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC or its successors in interest.


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Loan Combination.


 


“Mortgage File”:
With respect to any Mortgage Loan or the related Serviced Loan Combination, subject to Section 2.01(b), collectively the
following documents:


 


(1)        (A)
the original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse, representation
or warranty, express or implied) to the order of “Wilmington Trust, National Association, as Trustee, on behalf of the registered
Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5” or in blank, and further
showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller)
(or, alternatively, if the original executed Note has been lost, a lost note


 



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affidavit and indemnity with a copy of such Note),
and (B) if such Mortgage Loan is part of a Serviced Loan Combination, a copy of the executed Note for each related Serviced Companion
Loan;


 


(2)       an
original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case
(unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon
or certified by the applicable recorder’s office;


 


(3)       an
original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals
or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the
applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;


 


(4)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association, as
Trustee, on behalf of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2017-CD5 [and the holder of the related Serviced Companion Loan, as their interests may appear]” or in blank, or a copy of
such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible for recording such
assignment; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in
blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced
Mortgage Loan, and (C) 180 days after the Closing Date;


 


(5)        the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of CD 2017-CD5 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 [and the holder of the related Serviced Companion Loan, as
their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment
shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming
a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(6)       originals
or copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage
Loan (or, if applicable, any Note of a Serviced Loan Combination) or the related Mortgage have been modified, in each case (unless
the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if
the instrument being modified is a recordable document;


 


(7)        the
original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan
(or the related Serviced Loan Combination,


 



    	-75- 



     


    

 


if applicable) or, if such policy has not been issued or located, an irrevocable, binding
commitment (which may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative
of the title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative
of the title insurer) to issue such title insurance policy;


 


(8)       an
original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable),
if any, and any ground lessor estoppel;


 


(9)       an
original or copy of the related Loan Agreement, if any;


 


(10)     an
original of any guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(11)     an
original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced
Loan Combination, if any;


 


(12)     an
original or copy of the environmental indemnity from the related Mortgagor, if any;


 


(13)     an
original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate
from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


 


(14)     an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is
not included in the assignment described in clause (5)), in favor of “Wilmington Trust, National Association, as Trustee,
on behalf of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
[and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided, however, that with respect
to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing
Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing
Date;


 


(15)     any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such
Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee prior to the Trustee, and an
original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified
to be the copy of such assignment submitted or to be submitted for filing);


 


(16)     in
the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the original
or a copy of the related intercreditor agreement;


 



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(17)     an
original or copy of any related environmental insurance policy;


 


(18)     a
copy of any letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment
thereof (with the original to be delivered to the Master Servicer);


 


(19)     copies
of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of
such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue
a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement
comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in
the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original of
any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel
letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 


(20)     in
the case of a Loan Combination, an original or a copy of the related Co-Lender Agreement;


 


provided that, whenever the term “Mortgage
File” is used to refer to documents actually received by the Trustee or a Custodian appointed thereby, such term shall not
be deemed to include such documents and instruments required to be included therein unless they are actually so received.


 


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in
the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage Loan Schedule
as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage Loan or defeased Mortgage Loan
and each Outside Serviced Mortgage Loan (but not the Companion Loans) ; provided, that, notwithstanding anything to the
contrary in this Agreement, with respect to the General Motors Building Mortgage Loan (which consists of two or more separate notes
contributed to the Trust by CGMRC and GACC, respectively), the term “Mortgage Loan” shall mean the entire such General
Motors Building Mortgage Loan, except that (i) for the purposes of determining any rights or obligations of CGMRC with respect
to such Mortgage Loan under this Agreement or the CGMRC Mortgage Loan Purchase Agreement, except as otherwise provided in Section
11.02(b), the term “Mortgage Loan” shall refer to the portion of the General Motors Building Mortgage Loan evidenced
by the CGMRC General Motors Building Note and such promissory note(s) shall be treated like a separate Mortgage Loan, and (ii)
for the purposes of determining any rights or obligations of GACC with respect to such Mortgage Loans under this Agreement or the
GACC Mortgage Loan Purchase Agreement, except as otherwise provided in Section 11.02(b), the term “Mortgage Loan”
shall refer to the portion of the General Motors Building Mortgage Loan evidenced by the GACC General Motors Building Note and
such promissory note(s) shall be treated like a separate Mortgage Loan. For the avoidance of doubt, no Retained Defeasance Rights
and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


 



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“Mortgage Loan Purchase
Agreement”: The CREFI Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement or the CGMRC Mortgage
Loan Purchase Agreement, as applicable.


 


“Mortgage Loan Schedule”:
The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list
shall set forth the following information with respect to each Mortgage Loan:


 


(i)         the
Loan Number;


 


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


 


(iii)       the
Cut-Off Date Balance;


 


(iv)       the
original Mortgage Rate;


 


(v)        the
(A) remaining term to stated maturity and (B) Stated Maturity Date;


 


(vi)       in
the case of a Balloon Loan, the remaining amortization term;


 


(vii)      the
Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee
Rate, and in the case of a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related Serviced
Companion Loan in such Serviced Loan Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying
the primary servicing fee rate payable to the Outside Servicer);


 


(viii)     the
Mortgage Loan Seller(s);


 


(ix)        whether
the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


 


(x)         whether
the Mortgage Loan is an ARD Mortgage Loan;


 


(xi)        the
Anticipated Repayment Date, if applicable;


 


(xii)       the
Revised Rate, if applicable; and


 


(xiii)      whether
such Mortgage Loan is part of a Serviced Loan Combination, in which case the information required by clauses (iii), (iv), (v),
(vi) and (vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Loan Combination.


 


“Mortgage Loan Seller”:
Each of CREFI, GACC and CGMRC, and their respective successors in interest.


 



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“Mortgage Loan Seller
Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on
Exhibit S to this Agreement, or any successor thereto.


 


“Mortgage Pool”:
All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion
Loans or any related REO Companion Loans.


 


“Mortgage Rate”:
With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan),
the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed
to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note or Co-Lender Agreement,
in each case without giving effect to the Default Rate, any Excess Interest or any Revised Rate with respect to such Mortgage Loan
or Serviced Companion Loan, as the case may be.


 


“Mortgaged Property”:
The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with
respect to an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and
any related Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in
a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together
with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgagor”:
The obligor or obligors on a Note evidencing a Mortgage Loan and any related Note(s) in favor of any related Companion Loan Holder(s),
including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original
obligor under such Note evidencing a Mortgage Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


 


“Mortgagor Accounts”:
As defined in Section 3.07(a) of this Agreement.


 


“Net Condemnation Proceeds”:
The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan
or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to
be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced
Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds
that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth
in the related Co-Lender Agreement. 


 


“Net Insurance Proceeds”:
Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage
File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs,
expenses, penalties, fines or similar items; provided that, in the case of an Outside Serviced Mortgage Loan, “Net
Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that are received by the



 



    	-79- 



     


    

  


Trust Fund in
connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Net Liquidation Proceeds”:
The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Loan Combination (including an
REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


 


“Net Mortgage Rate”:
With respect to any Mortgage Loan (including an REO Mortgage Loan), the per annum rate equal to the related Mortgage Rate
minus the related Administrative Cost Rate.


 


“Net Mortgage Pass-Through
Rate”: (a) With respect to any Mortgage Loan (including an REO Mortgage Loan) that accrues interest on a 30/360 Basis,
for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan during the one-month accrual period applicable
to the Due Date for such Mortgage Loan that occurs in the same month as that Distribution Date; and (b) with respect to any Mortgage
Loan (including an REO Mortgage Loan) that accrues interest on an Actual/360 Basis, for any Distribution Date, the annualized rate
at which interest would have to accrue in respect of such Mortgage Loan on a 30/360 Basis in order to produce the aggregate amount
of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise
would have accrued) in respect of such Mortgage Loan (adjusted to the related Net Mortgage Rate and, if applicable, exclusive of
any Excess Interest) during the one-month accrual period applicable to the Due Date for such Mortgage Loan that occurs in the same
month as that Distribution Date. However, with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, when
determining: (i) the related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap year) or
February of any year subsequent to 2017 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate
amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise
would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related Withheld
Amounts to be transferred to the Interest Reserve Account in such month; or (ii) the related Net Mortgage Pass-Through Rate for
the Distribution Date in March (or in February if the final Distribution Date occurs in such particular month of February) in any
year subsequent to 2017, the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary
principal prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence,
shall be deemed to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account for distribution
on such Distribution Date. In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan for any Distribution
Date shall be determined without regard to: (i) any modification, waiver or amendment of the terms of such Mortgage Loan, whether
agreed to by the Master Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the related borrower; (ii) the occurrence and continuation of a default
under such Mortgage Loan; (iii) the passage of the related maturity date or, in the case of an ARD Mortgage Loan, the related Anticipated
Repayment Date; and (iv) the related Mortgaged Property becoming an REO Property.


 



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


 


“Net REO Proceeds”:
With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund
with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof),
net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.16(b) of this Agreement; provided that, in the case of an REO Property that relates to an Outside Serviced
Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received by the
Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender
Agreement.


 


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


 


“Nonrecoverable Advance”:
Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall constitute a
Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections
3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance,
as applicable, 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 or any other recovery on or in respect of the
related Mortgage Loan or Serviced Loan Combination or REO Property, as applicable, 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”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect of
such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or the
Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will not
be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery
on or in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be.


 


“Nonrecoverable Property
Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect of
a Serviced Mortgage Loan, Serviced Loan Combination or REO Property by the Master Servicer, the Special Servicer or the Trustee,
which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the
proviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the Special Servicer has
determined


 



    	-81- 



     


    

 


pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable, be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in
respect of such Serviced Mortgage Loan, Serviced Loan Combination or REO Property, as the case may be. Any Property Advance (including
any Emergency Advance) that is not required to be repaid by the related Mortgagor under the terms of the related Loan Documents
shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s or the
Trustee’s entitlement to reimbursement for such Advance. In the case of an Outside Serviced Mortgage Loan or any related
REO Property, the term “Nonrecoverable Property Advance” shall have the meaning assigned thereto in the Outside Servicing
Agreement.


 


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


 


“Non-Reduced Certificates”:
As of any date of determination, any Class of Principal Balance Certificates then outstanding for which (a)(1) the initial Certificate
Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether
as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates as of such date of determination,
(y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of determination and (z) any Realized
Losses or VRR Realized Losses, as applicable, previously allocated to such Class of Certificates as of such date of determination,
is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates less
(ii) any payments of principal (whether as principal some or all of prepayments or otherwise) previously distributed to the Holders
of that Class of Certificates as of such date of determination.


 


“Non-Vertically Retained
Certificates”: All Certificates other than the Class VRR Certificates.


 


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


 


“Non-Vertically Retained
Principal Balance Certificates”: All Non-Vertically Retained Certificates that are also Principal Balance Certificates.


 


“Non-Vertically Retained
Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class
X-E, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, collectively.


 


“Non-Vertically Retained
Yield Maintenance Charge”: As defined in Section 4.01(d)(ii).


 


“Non-Specially Serviced
Loan”: A Mortgage Loan that is not, and is not part of, a Specially Serviced Loan.


 



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


 


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


 


“Note” or
“Mortgage Note”: With respect to any Mortgage Loan or Companion 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 Mortgage Loan or Companion
Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.


 


“Notice of Termination”:
Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate
pursuant to Section 9.01(c).


 


“Notifying Party”:
As defined in Section 3.01(i).


 


“Notional Amount”:
For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b) with respect
to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to the Class X-D Certificates, the Class X-D Notional
Amount, and (d) with respect to the Class X-E Certificates, the Class X-E Notional Amount.


 


“NRSRO”: A
nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


 


“NRSRO Certification”:
A certification executed by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit
M-5 hereto that states that: (i) such NRSRO is a Rating Agency; or (ii) such NRSRO has provided the Depositor with the appropriate
certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act and such NRSRO will keep such information confidential,
except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the Certificate Administrator’s Website.


 


“OCC”: The
Office of the Comptroller of the Currency, and its successors in interest.


 


“Offering Circular”:
The offering circular dated July 24, 2017 relating to the Class X-D, Class X-E, Class D, Class E, Class F, Class G and Class R
Certificates.


 


“Officer’s Certificate”:
With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the Master Servicer
or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be.


 


“Olympic Tower 2017-OT
Trust and Servicing Agreement”: The Trust and Servicing Agreement, dated as of May 6, 2017, between Deutsche Mortgage
& Asset Receiving Corporation, as depositor, KeyBank National Association, as servicer and special servicer, and


 



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Wells Fargo
Bank, National Association, as trustee, certificate administrator and custodian, as the same may be amended from time to time in
accordance with the terms thereof, pursuant to which the Olympic Tower 2017-OT Mortgage Trust Commercial Mortgage Pass-Through
Certificates were issued.


 


“Olympic Tower Co-Lender
Agreement”: With respect to the Olympic Tower Loan Combination, the related co-lender agreement, dated as of May 6, 2017,
by and between the holder of the Olympic Tower Mortgage Loan and the Olympic Tower Companion Loan Holders, relating to the relative
rights of the holder of the Olympic Tower Mortgage Loan and the Olympic Tower Companion Loan Holders, as the same may be amended
and/or restated from time to time in accordance with the terms thereof.


 


“Olympic Tower Companion
Loan Holder”: The holder of an Olympic Tower Companion Loan.


 


“Olympic Tower Companion
Loans”: The Olympic Tower Pari Passu Companion Loans and the Olympic Tower Subordinate Companion Loans.


 


“Olympic Tower Loan
Combination”: The Olympic Tower Mortgage Loan, together with the Olympic Tower Companion Loans, each of which is secured
by the Olympic Tower Mortgage. References herein to the Olympic Tower Loan Combination shall be construed to refer to the aggregate
indebtedness secured under the Olympic Tower Mortgage.


 


“Olympic Tower Mortgage”:
The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Olympic Tower” and securing
the Olympic Tower Mortgage Loan and the Olympic Tower Companion Loans.


 


“Olympic Tower Mortgage
Loan”: With respect to the Olympic Tower Loan Combination, the Mortgage Loan included in the Trust that is (i) secured
by the Olympic Tower Mortgage, (ii) evidenced by promissory notes A-1-C2 and A-1-C3 and (iii) to the extent set forth in the related
Loan Documents and as provided in the Olympic Tower Co-Lender Agreement, pari passu in right of payment with the Olympic Tower
Pari Passu Companion Loans and generally senior in right of payment to the Olympic Tower Subordinate Companion Loans.


 


“Olympic Tower Pari
Passu Companion Loans”: With respect to the Olympic Tower Loan Combination, the related promissory notes made by the
related Mortgagor, secured by the Olympic Tower Mortgage and designated as promissory notes A-1-S, A-2-S, A-3-S, A-1-C1, A-1-C4,
A-1-C5, A-2-C1, A-2-C2 and A-3-C, respectively, which are not included in the Trust and, to the extent set forth in the related
Loan Documents and as provided in the Olympic Tower Co-Lender Agreement, are pari passu in right of payment with the Olympic Tower
Mortgage Loan and generally senior in right of payment to the Olympic Tower Subordinate Companion Loans, as any such promissory
note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from
time to time. If any promissory note evidencing an Olympic Tower Pari Passu Companion Loan is split and replaced with 2 or more
replacement promissory notes, each such replacement promissory note will evidence a separate Olympic Tower Pari Passu Companion
Loan.


 



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“Olympic Tower Subordinate
Companion Loans”: With respect to the Olympic Tower Loan Combination, the related promissory notes made by the related
Mortgagor, secured by the Olympic Tower Mortgage and designated as promissory notes B-1, B-2, and B-3, which are not included in
the Trust and are generally subordinate in right of payment to the Olympic Tower Mortgage Loan and the Olympic Tower Pari Passu
Companion Loans to the extent set forth in the related Loan Documents and as provided in the Olympic Tower Co-Lender Agreement,
as any such promissory note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or
otherwise modified from time to time. If any promissory note evidencing an Olympic Tower Subordinate Companion Loan is split and
replaced with 2 or more replacement promissory notes, each such replacement promissory note will evidence a separate Olympic Tower
Subordinate Companion Loan.


 


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any successor Operating
Advisor appointed as herein provided.


 


“Operating Advisor Annual
Report”: As defined in Section 3.29(d)(ii) of this Agreement.


 


“Operating Advisor Consultation
Trigger Event”: The event that occurs when the aggregate Certificate Balance of the HRR Interest (as notionally reduced
by any Cumulative Appraisal Reduction Amount then allocable to the HRR Interest in accordance with Section 3.10(a) of this
Agreement) is 25% or less of the initial aggregate Certificate Balance of the HRR Interest; provided that an Operating Advisor
Consultation Trigger Event shall at all times be deemed to exist with respect to Excluded Mortgage Loans.


 


“Operating Advisor Consulting
Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000 or such lesser
amount as the related Mortgagor actually pays in respect of Operating Advisor Consulting Fees with respect to any Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this
Agreement; provided, that the Operating Advisor Consulting Fee shall be payable only to the extent such fee is actually
received from 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; and provided,
further that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor
on a non-binding basis prior to any such waiver or reduction).


 


“Operating Advisor Fee”:
With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) or any successor REO Mortgage Loan and any Distribution
Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case
of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution
Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest
Accrual Period; provided that such amounts shall be computed for the same period and on the


 



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same interest accrual basis
respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated
for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating
Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.


 


“Operating Advisor Fee
Rate”: With respect to each Interest Accrual Period, a rate equal to (i) 0.00277% per annum with respect to each Mortgage
Loan (other than the IGT Reno Mortgage Loan and the Brookwood Self Storage LA-MS Portfolio Mortgage Loan), (ii) 0.00944% per annum
with respect to the IGT Reno Mortgage Loan, and (iii) 0.00777% per annum with respect to the Brookwood Self Storage LA-MS Portfolio
Mortgage Loan.


 


“Operating Advisor Personnel”:
The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the Operating Advisor
under this Agreement.


 


“Operating Advisor Standard”:
As defined in Section 3.29(b) of this Agreement.


 


“Operating Advisor Termination
Event”: As defined in Section 7.06(a) of this Agreement.


 


“Opinion of Counsel”:
A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate
Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under
the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application
of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust under
the Grantor Trust Provisions or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must
be an opinion of counsel who is Independent of the Depositor, the Special Servicer, the Master Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


“Other 17g-5 Information
Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan.


 


“Other Asset Representations
Reviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation
AB) under an Other Pooling and Servicing Agreement.


 


“Other Crossed Loans”:
As defined in Section 2.03(a) of this Agreement.


 


“Other Depositor”:
With respect to a Serviced Companion Loan or a Serviced Loan Combination, the “depositor” (within the meaning of Item
1101(e) of Regulation AB) of the related Other Securitization Trust.


 



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“Other Exchange Act
Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the
Exchange Act, the 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 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 Operating Advisor”:
The applicable other “operating advisor” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 


“Other PSA Asset Review”:
With respect to any Serviced Companion Loan, any review of representations and warranties with respect to such Serviced Companion
Loan conducted by the related Other Asset Representations Reviewer.


 


“Other Pooling and Servicing
Agreement”: With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing
agreement or other comparable agreement governing the creation of the related Other Securitization Trust and the issuance of securities
backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan
Combination or the related Mortgage Loan. As of the Closing Date, there is no Other Pooling and Servicing Agreement relating to
the Trust.


 


“Other Securitization
Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Serviced
Companion Loan or successor REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties
to this Agreement.


 


“Other Servicer”:
The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 


“Other Special Servicer”:
The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 


“Other Trustee”:
The applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable,
the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.


 


“Outside Certificate
Administrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the applicable
Outside Servicing Agreement.


 


“Outside Controlling
Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination is, a Serviced
Outside Controlled Loan Combination, at any time the holder of the related controlling note (regardless of whether such note evidences
a Pari Passu Companion Loan or a Subordinate Companion Loan) or such holder’s designated representative; provided
that if, with respect to any Serviced Outside Controlled Loan


 



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Combination, the related controlling note is included in a securitization
trust, the Outside Controlling Note Holder shall be the party designated under the pooling and servicing agreement, trust and servicing
agreement or comparable agreement governing the securitization of the related controlling note as authorized to exercise the rights
of the holder of the related controlling note; and provided, further, that the right of any such designated party
to exercise some or all of such rights may terminate or shift to another designated party upon the occurrence of certain trigger
events if and to the extent set forth in the pooling and servicing agreement, trust and servicing agreement or comparable agreement
governing the securitization of the related controlling note. With respect to each Servicing Shift Loan Combination, the holder
of the related controlling note (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion
Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii) cease to be an Outside
Controlling Note Holder on and after the related Servicing Shift Date.


 


“Outside Custodian”:
With respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing Agreement.


 


“Outside Depositor”:
With respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing Agreement.


 


“Outside Operating Advisor”:
With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside Servicing Agreement.


 


“Outside Paying Agent”:
With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing Agreement.


 


“Outside Securitization
Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item
1101(f) of Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or interest therein) and
is created under the related Outside Servicing Agreement.


 


“Outside Service Providers”:
With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian, Outside Certificate Administrator,
Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.


 


“Outside Serviced Co-Lender
Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. The only Outside Serviced Co-Lender Agreements
related to the Trust as of the Closing Date are the General Motors Building Co-Lender Agreement, the Starwood Capital Group Hotel
Portfolio Co-Lender Agreement, the Olympic Tower Co-Lender Agreement, the 245 Park Avenue Co-Lender Agreement and the Gurnee Mills
Co-Lender Agreement. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, the related
Co-Lender Agreement shall be an Outside Serviced Co-Lender Agreement on and after the related Servicing Shift Date.


 


“Outside Serviced Companion
Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Companion Loans
related to the Trust as of the Closing Date are the General Motors Building Companion Loans, the Starwood


 



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Capital Group Hotel Portfolio
Companion Loans, the Olympic Tower Companion Loans, the 245 Park Avenue Companion Loans, and the Gurnee Mills Companion Loans.
With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan
shall be an Outside Serviced Companion Loan on and after the related Servicing Shift Date.


 


“Outside Serviced Loan
Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced pursuant
to the pooling and servicing agreement or other comparable agreement governing the securitization of a related Companion Loan (whether
by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender
Agreement. The only Outside Serviced Loan Combinations related to the Trust as of the Closing Date are the General Motors Building
Loan Combination, the Starwood Capital Group Hotel Portfolio Loan Combination, the Olympic Tower Loan Combination, the 245 Park
Avenue Loan Combination, and the Gurnee Mills Loan Combination. Each Servicing Shift Loan Combination shall be an Outside Serviced
Loan Combination on and after the related Servicing Shift Date.


 


“Outside Serviced Loan
Combination Noteholders”: With respect to an Outside Serviced Loan Combination, the holder of the related Outside Serviced
Mortgage Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.


 


“Outside Serviced Mortgage
Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Mortgage Loans
related to the Trust as of the Closing Date are the General Motors Building Mortgage Loan, the Starwood Capital Group Hotel Portfolio
Mortgage Loan, the Olympic Tower Mortgage Loan, the 245 Park Avenue Mortgage Loan, and the Gurnee Mills Mortgage Loan. Each Servicing
Shift Mortgage Loan shall be an Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.


 


“Outside Servicer”:
With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.


 


“Outside Servicing Agreement”:
With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Loan Combination, the pooling and servicing agreement,
trust and servicing agreement or other comparable agreement governing the creation of an Outside Securitization Trust that includes
a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust
and the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Loan Combination and the related Outside Serviced
Companion Loan(s), or any successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such Outside Serviced
Loan Combination and the related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside
Servicing Agreements related to the Trust as of the Closing Date are (i) the BXP 2017-GM Trust and Servicing Agreement, pursuant
to which the General Motors Building Mortgage Loan (which is an Outside Serviced Mortgage Loan) is being serviced; (ii) the DBJPM
2017-C6 Pooling and Servicing Agreement, pursuant to which the Starwood Capital Group Hotel Portfolio Mortgage Loan (which is an
Outside Serviced Mortgage Loan) is being serviced; (iii) the Olympic Tower 2017-OT Trust and Servicing Agreement, pursuant to which
the Olympic Tower Mortgage Loan (which is an Outside Serviced Mortgage Loan) is being serviced; (iv) the 245 Park


 



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Avenue Trust
2017-245P Trust and Servicing Agreement, pursuant to which the 245 Park Avenue Mortgage Loan (which is an Outside Serviced Mortgage
Loan) is being serviced and (v) the CSAIL 2016-C7 Pooling and Servicing Agreement, pursuant to which the Gurnee Mills Mortgage
Loan (which is an Outside Serviced Mortgage Loan) is being serviced. With respect to each Servicing Shift Mortgage Loan and the
related Servicing Shift Loan Combination, on or after the related Servicing Shift Date, the related Servicing Shift Mortgage Loan
Pooling and Servicing Agreement shall be an Outside Servicing Agreement.


 


“Outside Special Servicer”:
With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing Agreement.


 


“Outside Trustee”:
With respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.


 


“Ownership Interest”:
Any record or beneficial interest in a Class R Certificate.


 


“P&I Advance”:
As to any Mortgage Loan (including any Outside Serviced Mortgage Loan and any REO Mortgage Loan), any advance made by the Master
Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement of a
P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement
of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


 


“Pari Passu Companion
Loan”: A Companion Loan that is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu
Companion Loans related to the Trust as of the Closing Date are the General Motors Building Pari Passu Companion Loans, the Starwood
Capital Group Hotel Portfolio Companion Loans, the Olympic Tower Pari Passu Companion Loans, the 245 Park Avenue Pari Passu Companion
Loans, the IGT Reno Companion Loans, the Brookwood Self Storage LA-MS Portfolio Companion Loan and the Gurnee Mills Companion Loans.


 


“Pari Passu Indemnified
Items”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari Passu Indemnified
Party”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari Passu Loan Combination”:
A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations related to the Trust as of
the Closing Date are the General Motors Building Loan Combination, the Starwood Capital Group Hotel Portfolio Loan Combination,
the Olympic Tower Loan Combination, the 245 Park Avenue Loan Combination, the IGT Reno Loan Combination, the Brookwood Self Storage
LA-MS Portfolio Loan Combination and the Gurnee Mills Loan Combination.


 


“Pass-Through Rate”:
Each 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-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class A-S Pass-Through
Rate, the Class B Pass-Through Rate, the Class C Pass-Through


 



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Rate, the Class D Pass-Through Rate, the Class X-D Pass-Through Rate,
the Class E Pass-Through Rate, the Class X-E Pass-Through Rate, the Class F Pass-Through Rate and the Class G Pass-Through Rate.
The Class S Certificates, the Class R Certificates and, other than for tax reporting purposes, the Class VRR Certificates do not
have Pass-Through Rates.


 


“Paying Agent”:
The paying agent appointed pursuant to Section 5.06 of this Agreement.


 


“Penalty Charges”:
With respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts actually collected
thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest (in the case of any
Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender Agreement, and,
in the case of a Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and, in the case of
an Outside Serviced Mortgage Loan, any such amounts remitted by the related Outside Servicer to the Master Servicer).


 


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


 


“Performing Party”:
As defined in Section 10.12 of this Agreement.


 


“Performing Serviced
Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


 


“Performing Serviced
Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Loan Combination,
as the context may require.


 


“Performing Serviced
Loan Combination”: A Serviced Loan Combination that is not a Specially Serviced Loan or REO Loan.


 


“Performing Serviced
Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator
in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section
3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor,
the Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the
required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation:


 



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(i)         obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates
of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed
Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates),
the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with
that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(ii)         Federal
Housing Administration debentures;


 


(iii)       obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and
(C) such investments must not be subject to liquidation prior to their maturity;


 


(iv)       federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term
debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest
short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s,
(B) if it has 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 are rated at least “Aa3”
by Moody’s and (C) if it has a term of more than 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 are rated “Aaa” by Moody’s
(or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of
a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar


 



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amount of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(v)        demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings
and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are
rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations
of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at
least “A2” by Moody’s, (B) if it has 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 are rated at least “Aa3” by Moody’s and (C) if it has a term of more than 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 are rated
“Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the
investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot
vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(vi)       debt
obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term
debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest
short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s,
(B) if it has 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 are rated at least “Aa3”
by Moody’s and (C) if it has a term of more than 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 are rated “Aaa” by Moody’s
(or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of
a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 



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(vii)      commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s,
the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short-term debt rating
category of KBRA (if then rated by KBRA); (B) if it has a term of more than one month and not in excess of three months, (1) the
short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term
debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated
at least “P-1” by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s
and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA (if then rated
by KBRA); (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of
which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are
rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by
Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the short-term
debt obligations of which are rated in the highest short-term rating category by KBRA (if then rated by KBRA); and (D) if it has
a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or
“F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term
debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are
rated at least “Aaa” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term
rating category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in clauses (A) through
(D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however,
that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot
vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(viii)     the
Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so
long as the Fund is rated by Fitch and Moody’s in its highest money market fund ratings category (or, if not rated by any
such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a Rating Agency Confirmation);


 


(ix)        any
other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which
Rating Agency Confirmation has been obtained from each Rating Agency; and


 


(x)         such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the
failure to


 



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satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(ix) 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, demand obligation
or any other obligation, security or investment;


 


provided, however, that such instrument
continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences
a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii)
the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at
a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC
or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds)
treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the
expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status
of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments may not be purchased at a price in excess of par.


 


Notwithstanding the foregoing,
to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related Mortgagor Accounts
to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master Servicer shall invest the
funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.


 


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


 


“Permitted Transferee”:
With respect to a Class R Certificate, any Person or agent of such Person 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 Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly
(other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax
Person or (e) a U.S. Tax Person with respect to which income from a 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.


 



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“Person”:
Any individual, corporation, limited liability company, partnership, 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) of this Agreement.


 


“Plan Investor”:
As defined in Section 5.03(n) of this Agreement.


 


“Preliminary Dispute
Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Preliminary Prospectus”:
The prospectus dated July 17, 2017, relating to the Public Certificates.


 


“Prepayment Assumption”:
The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided, that it is assumed that
any ARD Mortgage Loan is prepaid in full on its Anticipated Repayment Date.


 


“Prepayment Interest
Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination after the related Due Date in such Collection Period, the amount of interest (net of
the related Servicing Fee and any related Excess Interest and Default Interest) that accrued on the amount of such Principal Prepayment
during the period commencing from such Due Date to, but not including, the date as of which such Principal Prepayment was applied
to the unpaid principal balance of the Mortgage Loan or Serviced Loan Combination (or any later date through which interest accrues),
to the extent collected from the related Mortgagor (without regard to any related Yield Maintenance Charge actually collected)
and, in the case of an Outside Serviced Mortgage Loan, remitted to the Trust Fund.


 


“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination (with such prepayment allocated between the related Mortgage Loan and Serviced Companion
Loan in accordance with the related Co-Lender Agreement) prior to the related Due Date in such Collection Period, the amount of
interest (net of the related Servicing Fee and any related Excess Interest and Default Interest) to the extent not collected from
the related Mortgagor (without regard to any Yield Maintenance Charge that may be collected), that would have accrued on the amount
of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to the
unpaid principal balance of such Mortgage Loan or Serviced Loan Combination through the end of the one-month accrual period applicable
to such Due Date, inclusive.


 


“Primary Collateral”:
With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing
such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien
may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.


 



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“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(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. The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of
the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal Balance Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G
Certificates and the VRR Interest, collectively.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Non-Vertically Retained Principal Balance Certificates, the sum
of (i) the Non-Vertically Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date and (ii)
the Principal Shortfall, if any, for the prior Distribution Date.


 


“Principal Prepayment”:
Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Loan Combination which is received in advance of its
scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due
on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection with
the release of the related Mortgaged Property through defeasance.


 


“Principal Shortfall”:
For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for such Distribution Date exceeds
(ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates
on such Distribution Date in respect of such Principal Distribution Amount.


 


“Private Certificates”:
The Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class VRR, Class S and Class R Certificates, collectively.


 


“Privileged Information”:
Any (i) correspondence or other communications between the related Directing Holder or a Risk Retention Consultation Party (and,
in the case of any Serviced Loan Combination, the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)),
on the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise of the consent
or consultation rights of such Directing Holder under this Agreement, the consultation rights of such Risk Retention Consultation
Party under this Agreement and/or the consent or consultation rights of any related Serviced Companion Loan Holder (or its Companion
Loan Holder Representative) under the related Co-Lender Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined (and has identified as privileged or confidential information) could compromise the Trust Fund’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (iii) any information
subject to attorney-client privilege.


 


“Privileged Information
Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally
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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 (in the case of the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer,
as evidenced by an Officer’s Certificate (which shall include a certification that it is based on the advice of counsel)
delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, each Risk Retention Consultation
Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Operating Advisor, the Certificate Administrator,
the Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such
information.


 


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer, the Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer
designated by the Master Servicer or the Special Servicer, the Directing Holder (but, in the case of the Controlling Class Representative,
only for so long as a Consultation Termination Event does not exist), the Operating Advisor, any Affiliate of the Operating Advisor
designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations Reviewer designated
by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject to the next sentence
and the proviso to this sentence), any other Person (including any Risk Retention Consultation Party) who provides the Certificate
Administrator with an Investor Certification (subject to the next sentence and the proviso to this sentence) and any NRSRO (including
any Rating Agency) that delivers a NRSRO Certification to the Certificate Administrator; provided that in no event shall
an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage
Loan with respect to which it is a Borrower Party (but this exclusion shall not apply to any other Mortgage Loan). In no event
shall a Borrower Party (other than a Risk Retention Consultation Party if it is a Borrower Party) be considered a Privileged Person;
provided that the foregoing shall not be applicable to, nor limit, an Excluded Controlling Class Holder’s right to access
information with respect to any Mortgage Loan other than Excluded Information with respect to a related Excluded Controlling Class
Mortgage Loan. For the avoidance of doubt, the Controlling Class Representative, each Controlling Class Certificateholder and the
Special Servicer shall, at any given time, be considered a Privileged Person with respect to any Mortgage Loans or Serviced Loan
Combinations for which it is not then a Borrower Party, and the limitations on access to information set forth in this Agreement
will apply only with respect to the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect
to the related Excluded Information (in the case of the Controlling Class Representative or a Controlling Class Certificateholder)
or the related Excluded Special Servicer Information (in the case of the Special Servicer).


 


“Property Advance”:
As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with
all other customary, reasonable and necessary “out-of-pocket”


 



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costs and expenses (including attorneys’ fees and
fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with
the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default is imminent thereunder
or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration
of any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the
cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections
2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management
of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement
or judicial proceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal
or update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation
of any such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall
not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee, 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 any Mortgage Loan or REO Property pursuant to any provision
of this Agreement or an intercreditor agreement; and provided, further, that, no Property Advances shall be made
with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. Each reference to the
payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or
reimbursement of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding
the date of payment or reimbursement. If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property,
the term “Property Advance” shall have the meaning assigned thereto or to the term “Servicing Advance”
in the applicable Outside Servicing Agreement.


 


“Property Protection
Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Section
3.04, 3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense of the Lower-Tier
REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


 


“Proposed Course of
Action Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Prospectus”:
The prospectus dated July 24, 2017, relating to the Public Certificates.


 


“PSA Party Repurchase
Request”: As defined in Section 2.03 of this Agreement.


 


“PTCE”: Prohibited
Transaction Class Exemption.


 


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


 


“Public Documents”:
As defined in Section 4.02(a) of this Agreement.


 



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“Public Global Certificates”:
A Global Certificate relating to a Class of Public Certificates.


 


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a price equal to the sum of the following (without duplication): (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the time of purchase less any portion of any Loss
of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of such Mortgage Loan (or REO Property);
plus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other
than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to time through the Due Date in the
Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance
Interest Amounts with respect thereto that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of
an Outside Serviced Mortgage Loan, the pro rata portion of any similar amounts allocable to such Mortgage Loan and payable
with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in
respect of related Advances (or, in the case of an Outside Serviced Mortgage Loan, all such amounts with respect to P&I Advances
related to such Outside Serviced Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion
of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) to the extent
not otherwise covered by clause (d) above, any Special Servicing Fees and any other Additional Trust Fund Expenses outstanding
or previously incurred in respect of the related Mortgage Loan; plus (f) if such Mortgage Loan is being repurchased or substituted
for by a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement, all expenses incurred or to
be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect
of the Material Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amounts
described in clause (e) above); provided, however, that such 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(g) hereof; plus (g) to the extent not otherwise included in the amount described in clause
(e) above, any Liquidation Fee if and to the extent payable in accordance with the terms and conditions of this Agreement;
plus (h) any related Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage
Loan Seller. With respect to any REO Property that relates to a Serviced Loan Combination, the Purchase Price for the Trust Fund’s
interest in such REO Property shall be the amount calculated in accordance with the first sentence of this definition in respect
of the related REO Mortgage Loan and, solely for purposes of calculating fair prices under the final sentence of Section 3.17(k)
of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related
REO Companion Loan(s), if applicable.


 


“Qualified Bidder”:
As defined in Section 7.01(b) of this Agreement.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 



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“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in clause (ii)
below, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction
and whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating such
as that listed above by at least two NRSROs (which may include S&P, DBRS, Moody’s and/or A.M. Best)) and “A3”
by Moody’s (or, if not rated by Moody’s, then either (x) an equivalent rating such as that listed above by at least
two NRSROs (which may include S&P and/or Fitch) or one NRSRO (which may include S&P and/or Fitch) and A.M. Best or (y)
Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) or (ii) in the case of the fidelity
bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company
that shall have a claims-paying ability rated at least as follows by at least one of the following NRSROs: “A (low)”
by DBRS, “A-“ by S&P, “A-“ by Fitch, “A3” by Moody’s or “A:X” by A.M.
Best, or (iii) in either case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause
(i) or (ii), as applicable, but with respect to which the Master Servicer or the Special Servicer, as applicable, has
received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any entity that
satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations
under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such
clause (construed as if such entity were an insurance company referred to therein).


 


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


 


“Qualified Substitute
Mortgage Loan”: A 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 deleted Mortgage Loan as of the Due Date in the calendar month during
which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have
the same Due Date as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis
as the deleted 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 two years less than, the remaining term to stated maturity of the deleted
Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value ratio of
the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged Property
as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders)
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 Servicing File; (ix) have a
then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage
Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of
Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the


 



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applicable Mortgage Loan Seller’s expense);
(xi) not have a maturity date or an amortization schedule that extends to a date that is after the date that is five years prior
to the Rated Final Distribution Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii)
not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating
Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan
Seller); (xiv) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling
Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage
Loan if it would result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC other
than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion
of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered as a part of
the related Servicing File; (xviii) be current in the payment of all scheduled payments of principal and interest then due; and
(xix) not be an ARD Mortgage Loan unless the Mortgage Loan for which it is being substituted is an ARD Mortgage Loan. In the event
that more than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in
clause (i) above shall be determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute
Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above, except 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 that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be lower
than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Non-Vertically
Retained Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan
is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement Mortgage Loan(s)
meet(s) all of the requirements of the above definition and shall send such certification to the Certificate Administrator and
the Trustee and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


“Rated Final Distribution
Date”: The Distribution Date occurring in August 2050.


 


“Rating Agency”:
Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization
or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of Moody’s, Fitch and KBRA
herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so
designated. References herein to the highest long-term unsecured debt rating category of Moody’s, Fitch or KBRA shall mean
“Aaa” with respect to Moody’s and “AAA” with respect to Fitch and KBRA, and, in the case of any other
rating agency, shall mean such highest rating category without regard to any plus or minus or numerical qualification.


 


“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,


 



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withdrawal or qualification
of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon
receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or
declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency
Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Rating Agency
Confirmation from the applicable Rating Agency with respect to such matter shall be deemed to have been satisfied.


 


“Rating Agency Declination”:
As defined in the definition of “Rating Agency Confirmation” in this Agreement.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of all Classes of Non-Vertically
Retained Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii)
the product of (A) the Non-Vertically Retained Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans
(including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal
Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special Servicer
or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent
such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any
and all reductions thereon on such Distribution Date. The allocation of Realized Losses may be reversed as provided in Section
4.01(g) of this Agreement.


 


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding the month in
which that Distribution Date occurs.


 


“Registered Rating Agency”:
(a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website; or (b) any NRSRO other
than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s Website and (ii) with
respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to Section 12.13(h) of
this Agreement.


 


“Regular Certificates”:
The Non-Vertically Retained Regular Certificates and, to the extent it represents the Class VRR Upper-Tier Regular Interest, the
VRR Interest, collectively.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules 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, in each case as effective from
time to time as of the compliance dates specified therein.


 


“Regulation RR”:
The final credit risk retention rule issued by the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, et
seq.) that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766)
to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section
941 of the Dodd-Frank Wall Street Reform and Consumer Protection


 



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Act, as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 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.


 


“Regulatory Agencies”:
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 Securities and Exchange Commission; and the Department of Housing and Urban
Development.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S Global
Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Regulation S Investor”:
With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation
S.


 


“Regulation S-K”:
Regulation S-K under the Act.


 


“Relevant Distribution
Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant
Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the
related Other Pooling and Servicing Agreement.


 


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


 


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class S and Class R Certificates)
or an assignment of the voting rights thereof; provided, however, that the Certificate Balances of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates and the Notional Amounts
of the Class X-A, Class X-B, Class X-D and Class X-E Certificates have been reduced to zero.


 


“REMIC”: A
“real estate mortgage investment conduit” within the meaning of Code Section 860D.


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)
and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 



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“Rents from Real Property”:
With respect to any REO Property, gross income of the character described in Code Section 856(d), which income, subject to the
terms and conditions of that Section of the Code in its present form, does not include:


 


(1)       except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such
property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real
Property);


 


(2)       any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);


 


(3)       any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO
Property;


 


(4)       any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and


 


(5)        rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under,
or in connection with, the lease.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 of this
Agreement on behalf of the Trustee in trust for the Certificateholders and the Serviced Companion Loan Holders, which (subject
to any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “Rialto Capital Advisors, LLC,
as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders
of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 and the Companion Loan Holder REO
Account, as their interests may appear.” Any such account or accounts shall be an Eligible Account.


 


“REO Companion Loan”:
Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


 


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


 


“REO Loan”:
An REO Mortgage Loan, REO Companion Loan or REO Loan Combination, as the context may require.


 


“REO Loan Combination”:
Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


 



    	-105- 



     


    

 


“REO Mortgage Loan”:
Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property consisting of
the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any
of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any such beneficial
interest will not be serviced by the Special Servicer under this Agreement).


 


“REO Proceeds”:
With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO
Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage
Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Mortgage Loan that
has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under this Agreement shall
be limited to any proceeds of the type described above in this definition that are received by the Trust Fund in connection with
such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“REO Property”:
A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder
through foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside
Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement
on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related
Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable
law in connection with a default or imminent default of such Outside Serviced Mortgage Loan.


 


“Reportable Event”:
As defined in Section 10.07 of this Agreement.


 


“Reporting Servicer”:
As defined in Section 10.09 of this Agreement.


 


“Repurchase”:
As defined in Section 2.03(a) of this Agreement.


 


“Repurchase Communication”:
For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written,
which need not be in any specific form.


 


“Repurchase Request”:
A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication of a request or demand
for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to such Mortgage Loan.


 


“Repurchase Request
Rejection”: As defined in Section 2.03(a) of this Agreement.


 


“Repurchase Request
Withdrawal”: As defined in Section 2.03(a) of this Agreement.


 



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“Request for Release”:
A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


 


“Requesting Certificateholder”:
(i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner that, in each case,
is exercising its rights under Section 2.03(g) of this Agreement to refer a matter involving a Repurchase Request to either
mediation or arbitration; provided that a Holder of a Class VRR Certificate may not be a Requesting Certificateholder.


 


“Requesting Holders”:
As defined in Section 3.10(a) of this Agreement.


 


“Requesting Party”:
As defined in Section 3.30(a) of this Agreement.


 


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


 


“Resolution Failure”:
As defined in Section 2.03(f) of this Agreement.


 


“Resolved”:
With respect to a Repurchase Request, means that (i) 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 (and, in the event that the
Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned
to the Corporate Trust Office with direct responsibility for the administration of this Agreement and also, 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 also, 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. When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator),
any officer or assistant officer thereof.


 


“Restricted Group”:
Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special
Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of
the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates
of any of the aforementioned Persons.


 



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“Restricted Party”:
As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted Period”:
As defined in Section 5.02(c)(i) of this Agreement.


 


“Retained Defeasance
Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 


“Retained Defeasance
Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.


 


“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 ownership interest of the RR Interest.


 


“Retaining Parties”:
Each of CGMRC as holder of the VRR1 Interest and DBNY as holder of the VRR2 Interest, and the Third Party Purchaser, acting as
holder of the HRR Interest, and any successor holder of all or part of the VRR1 Interest, the VRR2 Interest or the HRR Interest.


 


“Retaining Sponsor”:
CREFI, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


 


“Review Materials”:
As defined in Section 11.01(b)(i).


 


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and
copies of all relevant documentation.


 


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


 


“Risk Retention Affiliate”
or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated” with, as such terms
are defined in 17 C.F.R. 246.2 of Regulation RR.


 


“Risk Retention Consultation
Party”: Each of (i) the party selected by CREFI and (ii) the party selected by DBNY. The other parties hereto shall be
entitled to assume, without independent investigation or verification, that the identity of any Risk Retention Consultation Party
has not changed until such parties receive written notice of (including the identity of and contact information for) a replacement
of such Risk Retention Consultation Party from CREFI (in the case of the VRR1 Risk Retention Consultation Party) or DBNY (in the
case of the VRR2 Risk Retention Consultation Party). Notwithstanding the foregoing, no Risk Retention Consultation Party shall
have any consultation rights with respect to any Excluded RRCP Mortgage Loan with respect thereto. The initial VRR1 Risk Retention
Consultation Party shall be CREFI and the initial VRR2 Risk Retention Consultation Party shall be DBNY.


 



    	-108- 



     


    

 


In the event that no VRR1 Risk
Retention Consultation Party or VRR2 Risk Retention Consultation Party, as applicable, has been appointed or identified to the
Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, has attempted
to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or
the Special Servicer, as applicable, then until such time as the related new Risk Retention Consultation Party is identified, the
Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Risk Retention Consultation Party as the case may be.


 


“RR Interest”:
The VRR Interest and the HRR Interest, collectively.


 


“RR Interest Transfer
Restriction Period”: With respect to: (a) the VRR Interest, the VRR Interest Transfer Restriction Period; and (b) the
HRR Interest, the HRR Interest Transfer Restriction Period.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A Global Certificates”:
As defined in Section 5.02(c)(ii) of this Agreement.


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1 Notice”:
As defined in Section 2.03(a) of this Agreement.


 


“Rule 15Ga-1 Notice
Provider”: As defined in Section 2.03(a) of this Agreement.


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“Rule 17g-5 Information
Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5 Information
Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider pursuant to
Section 12.06 and Section 12.13 of this Agreement, initially located at www.sf.citidirect.com, under the “NRSRO”
tab for the related transaction.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors in interest.


 


“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 10.05 of this Agreement.


 


“Schedule AL Additional
File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant to Section
4.02(b), any data file containing additional


 



    	-109- 



     


    

 


information or schedules regarding data points in such CREFC® Schedule
AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled Principal
Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions
of:


 


(A)       all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans)
due or deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable
to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case to the extent either
(i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master
Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution Date); and


 


(B)        all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related
Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day
immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for
the subject Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution
Date.


 


For purposes of clarification,
the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors
with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods
or by the times described above in this definition, except to the extent those late payments are otherwise applied to reimburse
the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section
3.06A(a).


 


“Secure Data Room”:
The “Diligence Files” tab on the page relating to this transaction located within the Certificate Administrator’s
Website (initially “www.sf.citidirect.com”).


 


“Service(s)” or
“Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage Loans
or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood
by participants in the commercial mortgage-backed securities market.


 


“Serviced AB Loan Combination”:
A Loan Combination that is being serviced pursuant to this Agreement and that includes a Subordinate Companion Loan. There is no
Serviced AB Loan Combination relating to the Trust and all references in this Agreement to “Serviced AB Loan Combination”
shall be disregarded.


 



    	-110- 



     


    

 


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Loan Combination. The only Serviced Companion Loans related to the
Trust as of the Closing Date are the IGT Reno Companion Loans and the Brookwood Self Storage LA-MS Portfolio Companion Loan. With
respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan will
no longer be a Serviced Companion Loan on and after the related Servicing Shift Date.


 


“Serviced Companion
Loan Holder”: The holder of a Serviced Companion Loan.


 


“Serviced Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets
of an Other Securitization Trust, which assets include a Serviced Companion Loan (or a portion thereof or interest therein).


 


“Serviced Loan”:
A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced Loan Combination”:
A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations related to the Trust
as of the Closing Date are the IGT Reno Loan Combination and the Brookwood Self Storage LA-MS Portfolio Loan Combination. A Servicing
Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related Servicing Shift Date.


 


“Serviced Loan Combination
Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable “remittance
date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date”
(or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is not included
in an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included in an Other
Securitization Trust, the Business Day immediately following the “determination date” (or analogous concept) set forth
in the related Other Pooling and Servicing Agreement.


 


“Serviced Mortgage Loan”:
A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced Outside Controlled
Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling note” (regardless
of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not included in the Trust. Each
Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the related Servicing Shift Date.
Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination from and after the related
Servicing Shift Date. There is no Serviced Outside Controlled Loan Combination related to the Trust and references in this Agreement
to “Serviced Outside Controlled Loan Combination” shall be disregarded.


 


“Serviced Outside Controlled
Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Mortgage Loan included
in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor. Each Servicing Shift Mortgage
Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each Servicing Shift Mortgage
Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing Shift Date. There is no Serviced


 



    	-111- 



     


    

 


Outside Controlled Mortgage Loan related to the Trust and references in this Agreement to “Serviced Outside Controlled Mortgage
Loan” shall be disregarded.


 


“Serviced Pari Passu
Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Pari Passu Loan Combination. The only Serviced
Pari Passu Companion Loans related to the Trust as of the Closing Date are the IGT Reno Companion Loans and the Brookwood Self
Storage LA-MS Portfolio Companion Loan. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan
Combination, each related Pari Passu Companion Loan will cease to be a Serviced Pari Passu Companion Loan on and after the related
Servicing Shift Date.


 


“Serviced Pari Passu
Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu
Loan Combination”: A Pari Passu Loan Combination that is being serviced pursuant to this Agreement. The only Serviced
Pari Passu Loan Combinations related to the Trust as of the Closing Date are the IGT Reno Loan Combination and the Brookwood Self
Storage LA-MS Portfolio Loan Combination. Each Servicing Shift Loan Combination will cease to be a Serviced Pari Passu Loan Combination
on and after the related Servicing Shift Date.


 


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. There are no Serviced Subordinate
Companion Loans related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan” shall
be disregarded.


 


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


“Servicer Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer Termination
Event”: As defined in Section 7.01 of 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.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage
Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced
Loan) and each REO Companion Loan that is included as part of a Serviced Loan Combination and for any Distribution Date, the amount
accrued during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution
Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal
Balance of such Mortgage Loan or such Serviced Companion Loan, as the case may be, as of the close of business on the Distribution
Date in the related 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


 



    	-112- 



     


    

 


Mortgage Loan or Serviced
Loan Combination is computed and shall be prorated for partial periods; and provided, further, that, notwithstanding
Section 3.05, Section 3.06 or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from
the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced Mortgage Loan to the applicable
Outside Servicer shall be calculated and paid under the applicable Outside Servicing Agreement, shall not be payable to the Master
Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall not
be withdrawn from the Collection Account.


 


“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect
thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Master Servicing Fee
Rate (%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside Servicing
Fee Rate (%)” on the Mortgage Loan Schedule; with respect to each IGT Reno Companion Loan (or any successor REO Companion
Loan with respect thereto), 0.00125% per annum; and with respect to the Brookwood Self Storage LA-MS Portfolio Companion Loan (or
any successor REO Companion Loan with respect thereto), 0.02000% per annum.


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required
to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans that are in the possession
of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports,
engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer
or the Special Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller or any draft
documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data,
or internal worksheets, memoranda, communications or evaluations shall be required to be delivered as part of the Servicing File.
Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing File
shall consist solely of any related documents or records generated by the Master Servicer or Special Servicer hereunder or received
by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities that address the
Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance
calculated in accordance with the provisions of Regulation AB.


 


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


 



    	-113- 



     


    

 


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


 


“Servicing Shift Date”:
With respect to a Servicing Shift Loan Combination, the date on which the related Lead Servicing Pari Passu Companion Loan is included
in an Outside Securitization Trust, and which is also the date on which the pooling and servicing agreement or other comparable
agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement for such Servicing
Shift Loan Combination. There is no Servicing Shift Loan Combination relating to the Trust and all references in this Agreement
to “Servicing Shift Date” shall be disregarded.


 


“Servicing Shift Loan
Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the inclusion
of a designated related Pari Passu Companion Loan in a future securitization, the servicing of such Loan Combination will shift
to the pooling and servicing agreement or other comparable agreement governing the securitization of such related Pari Passu Companion
Loan (whether by itself or with other mortgage assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination
prior to any such shift in servicing and (ii) an Outside Serviced Loan Combination after the related shift in servicing occurs.
There is no Servicing Shift Loan Combination relating to the Trust and, therefore, all references in this Agreement to “Servicing
Shift Loan Combination” shall be disregarded.


 


“Servicing Shift Mortgage
Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination. There is no Servicing Shift Mortgage Loan
relating to the Trust and, therefore, all references in this Agreement to “Servicing Shift Mortgage Loan” shall be
disregarded.


 


“Servicing Shift Mortgage
Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Loan Combination,
on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable agreement governing
the creation of the Outside Securitization Trust that holds the related Lead Servicing Pari Passu Companion Loan. There is no Servicing
Shift Mortgage Loan or Servicing Shift Loan Combination relating to the Trust and, therefore, all references in this Agreement
to “Servicing Shift Mortgage Loan Pooling and Servicing Agreement” shall be disregarded.


 


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties
that such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee (as the trustee for
the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders and the related
Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each Serviced Loan Combination,
such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan)), in accordance with
the terms of this Agreement and in accordance with the following: (i) the higher of the following standards of care: (A) with the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and
administers comparable mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios (giving
due consideration to the


 



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customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing
their own mortgage loans and REO properties); and (B) with the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers comparable mortgage loans and REO properties owned by the
Master Servicer or the Special Servicer, as the case may be; and in either case, exercising reasonable business judgment and acting
in accordance with applicable law, the terms of the respective Serviced Loans and, if applicable, the related Co-Lender Agreement;
(ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon Payments, under the Serviced
Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Loan Combination as to which the related
Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved,
with a view to the maximization of recovery on the related Serviced Loan Combination to the Certificateholders and the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related
Subordinate Companion Loan))) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting
of anticipated collections that will be distributable to the Certificateholders (or, in the case of any Serviced Loan Combination,
to the Certificateholders and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard
to (A) any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this
Agreement; (B) the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property
or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect
to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property
not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided
that the foregoing standards shall apply with respect to an Outside Serviced Mortgage Loan and any related REO Property only to
the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto
pursuant to this Agreement.


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any of the events
described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”


 


“Significant Obligor”:
Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect to the Trust, or (ii)
with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as
to such Other Securitization Trust. The only Significant Obligor with respect to the Trust is the General Motors Building Mortgaged
Property.


 



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“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any
calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring
on or immediately following the date by which the related Mortgagor is required to deliver quarterly financial statements to the
lender under the related Loan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a)
for any Significant Obligor with respect to the Trust).


 


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


 


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


 


“Special Notice”:
As defined in Section 5.07(b).


 


“Special Servicer”:
Rialto Capital Advisors, LLC, a Delaware limited liability company, or its successor in interest, or any successor Special Servicer
appointed as provided herein (including with respect to any Excluded Special Servicer Mortgage Loan, if any, the related Excluded
Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement, as applicable and as the context
may require).


 


“Special Servicer Decision”:
With respect to any Mortgage Loan, any of the following (to the extent it is not a Major Decision):


 


(a)       approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable area
at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)       approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 


(c)       approving
annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents)
that provide for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii)
payments to Persons or entities known by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers
paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


 


(d)       approving
rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan to
such rights of way and easements;


 


(e)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection with a defeasance
if such proposed


 



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modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default
(but excluding non-monetary events of default other than defaults relating to transfers of interest in the related Mortgagor or
the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral
required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United
States would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the related
Loan Documents do not otherwise permit such Principal Prepayment;


 


(f)        in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents have
been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur additional
debt in accordance with the terms of the related Loan Documents;


 


(g)       in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value of
the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; or (ii) the release,
substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection with a defeasance
of such collateral;


 


(h)       any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement (which will not
include any amendments to split or re-size notes consistent with the terms of any Co-Lender Agreement as to which the consent of
the holder of the related Mortgage Loan is not required) related to a Serviced Mortgage Loan or Serviced Loan Combination, or any
action to enforce rights with respect thereto, except that, if any such modification or amendment would adversely impact the Master
Servicer, such modification or amendment will additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(i)        any
proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the related Mortgagor; and


 


(j)        any
approval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified
in the related Loan Documents and there is no lender discretion provided for in the related Loan Documents, including determining
whether any conditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements are immaterial
and there is no lender discretion provided for in the related Loan Documents, including determining whether any conditions precedent
have been satisfied), and any determination to apply casualty


 



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proceeds or condemnation awards to the reduction of the debt rather
than to the restoration of the Mortgaged Property.


 


“Special Servicer Servicing
Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties of
the Special Servicer under this Agreement.


 


“Special Servicing Compensation”:
With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due
to the Special Servicer.


 


“Special Servicing Fee”:
With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Special Servicing
Fee Rate on the Stated Principal Balance of the related Specially Serviced 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 Specially Serviced Loan is computed
and shall be prorated for partial periods. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the
Lower-Tier REMIC.


 


“Special Servicing Fee
Rate”: With respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan), a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would result in a Special
Servicing Fee that would be less than $5,000 in any given month (as prorated for a partial period), then the Special Servicing
Fee Rate for such month for such Specially Serviced Loan or REO Property shall be such higher per annum rate as would result in
a Special Servicing Fee equal to $5,000 for such month (as prorated for a partial period) with respect to such Specially Serviced
Loan or REO Property.


 


“Specially Serviced
Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following
events has occurred:


 


(a)           the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)         except
in the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject
payment was due, or


 


(ii)        solely
in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as described
in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer (each of whom
shall promptly deliver a copy to the other, the Operating Advisor and the Controlling Class Representative (so long as no Consultation
Termination Event has occurred and is continuing)), on or before the


 



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60th day after the date on which that Balloon Payment was
due, a refinancing commitment, letter of intent or otherwise binding application for refinancing from an acceptable lender or signed
purchase agreement reasonably acceptable to the Special Servicer, (2) the related Mortgagor continued to make its Monthly Payments
on each Due Date, and (3) no other Servicing Transfer Event has occurred with respect to the Serviced Loan, then a Servicing Transfer
Event will not occur until the earlier of (x) 120 days after the date on which the Balloon Payment was due and (y) the termination
of the refinancing commitment or purchase agreement; or


 


(b)       there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that
(i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent
of the related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination
Event has occurred and is continuing)) materially impairs the value of the related Mortgaged Property as security for the Serviced
Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced Loan
(or, if no grace period is specified and the default is capable of being cured, for 60 days); provided, that any default
requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the subject
Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the related
Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 


(c)       the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the related Directing Holder
(unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and
is continuing)) has determined that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably
foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security for such Serviced
Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable grace period under the terms
of such Serviced Loan or, if no grace period is specified and the default is capable of being cured, for 60 days; or


 


(d)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any 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, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered into against the related Mortgagor; or


 



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(e)          the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt,
marshaling 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


 


(f)           the
related Mortgagor 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; or


 


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


 


provided, however,
that a Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced
Loan or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists
that would cause the Serviced Loan to continue to be characterized as a Specially Serviced Loan, when:


 


(w)         with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full
and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with
a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


(x)           with
respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to exist in
the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described
in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such proceeding;


 


(y)          with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer
in its reasonable, good faith judgment; and


 


(z)          with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


 


The Special Servicer may conclusively
rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special Servicer’s
determination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming a Specially
Serviced Loan. If any Serviced Mortgage Loan that is part of a Serviced Loan Combination becomes a Specially Serviced Loan, then
the related Serviced Companion Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that is included
in a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is part of such
Serviced Loan Combination shall also become a Specially Serviced Loan.


 



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“Specially Serviced
Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Split Mortgage Loan”:
Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets of the Trust as of the Closing
Date are the General Motors Building Mortgage Loan, the Starwood Capital Group Hotel Portfolio Mortgage Loan, the Olympic Tower
Mortgage Loan, the 245 Park Avenue Mortgage Loan, the IGT Reno Mortgage Loan, the Brookwood Self Storage LA-MS Portfolio Mortgage
Loan and the Gurnee Mills Mortgage Loan.


 


“Sponsor”:
Each of CREFI, GACC and CGMRC, and their respective successors in interest.


 


“Startup Day”:
The day designated as such pursuant to Section 2.12(c) of this Agreement.


 


“Starwood Capital Group
Hotel Portfolio Co-Lender Agreement”: With respect to Starwood Capital Group Hotel Portfolio Loan Combination, the related
co-lender agreement, dated as of June 29, 2017, by and between the holder of Starwood Capital Group Hotel Portfolio Mortgage Loan
and Starwood Capital Group Hotel Portfolio Companion Loan Holders, relating to the relative rights of the holder of Starwood Capital
Group Hotel Portfolio Mortgage Loan and Starwood Capital Group Hotel Portfolio Companion Loan Holders, as the same may be amended
and/or restated from time to time in accordance with the terms thereof.


 


“Starwood Capital Group
Hotel Portfolio Companion Loans”: With respect to Starwood Capital Group Hotel Portfolio Loan Combination, the related
promissory notes made by the related Mortgagor, secured by Starwood Capital Group Hotel Portfolio Mortgage and designated as promissory
notes A-1, A-2-1, A-2-2, A-3, A-4, A-5, A-6, A-7, A-9, A-11, A-12, A-13, A-14, A-15, A-16-1, A-16-2 and A-17, respectively, which
are not included in the Trust and are pari passu in right of payment with Starwood Capital Group Hotel Portfolio Mortgage Loan
to the extent set forth in the related Loan Documents and as provided in Starwood Capital Group Hotel Portfolio Co-Lender Agreement,
as any such promissory note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or
otherwise modified from time to time. If any promissory note evidencing a Starwood Capital Group Hotel Portfolio Companion Loan
is split and replaced with 2 or more replacement promissory notes, each such replacement promissory note will evidence a separate
Starwood Capital Group Hotel Portfolio Companion Loan.


 


“Starwood Capital Group
Hotel Portfolio Companion Loan Holder”: The holder of a Starwood Capital Group Hotel Portfolio Companion Loan.


 


“Starwood Capital Group
Hotel Portfolio Loan Combination”: Starwood Capital Group Hotel Portfolio Mortgage Loan, together with Starwood Capital
Group Hotel Portfolio Companion Loans, each of which is secured by Starwood Capital Group Hotel Portfolio Mortgage. References
herein to the Starwood Capital Group Hotel Portfolio Loan Combination shall be construed to refer to the aggregate indebtedness
secured under Starwood Capital Group Hotel Portfolio Mortgage.


 






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“Starwood Capital Group
Hotel Portfolio Mortgage”: The Mortgage(s) encumbering the portfolio of Mortgaged Properties identified on the Mortgage
Loan Schedule as “Starwood Capital Group Hotel Portfolio” and securing the Starwood Capital Group Hotel Portfolio Mortgage
Loan and Starwood Capital Group Hotel Portfolio Companion Loans.


 


“Starwood Capital Group
Hotel Portfolio Mortgage Loan”: With respect to Starwood Capital Group Hotel Portfolio Loan Combination, the Mortgage
Loan included in the Trust that is (i) secured by Starwood Capital Group Hotel Portfolio Mortgage, (ii) evidenced by promissory
notes A-8 and A-10 and (iii) pari passu in right of payment with the Starwood Capital Group Hotel Portfolio Companion Loans to
the extent set forth in the related Loan Documents and as provided in Starwood Capital Group Hotel Portfolio Co-Lender Agreement.


 


“Stated Principal Balance”:
With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount equal to (a) the
Cut-Off Date Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan (as of the date of substitution) after application of all scheduled payments of principal and interest due
during or prior to the month of substitution, whether or not received), minus (b) the sum of (i) any and all amounts (without duplication)
attributable to such Mortgage Loan that are part of the Scheduled Principal Distribution Amount and/or the Unscheduled Principal
Distribution Amount for each and every Distribution Date coinciding with or preceding such date of determination and (ii) any adjustment
to the principal balance of such Mortgage Loan as a result of a reduction of principal by a bankruptcy court or as a result of
a modification reducing the principal balance of such Mortgage Loan as of the Determination Date for the most recent Distribution
Date coinciding with or preceding such date of determination. The Stated Principal Balance of a Mortgage Loan with respect to which
title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Mortgage Loan is part of a Loan
Combination, the related Companion Loan Holder, is equal to the Stated Principal Balance thereof outstanding on the date on which
such title is acquired less any and all amounts attributable to such Mortgage Loan that are part of the Unscheduled Principal Distribution
Amount and the principal portion of any P&I Advances with respect to such REO Mortgage Loan for each and every Distribution
Date coinciding with or preceding such date of determination but after the date on which such title is acquired. With respect to
any Serviced Companion Loan (including an REO Companion Loan), as of any date of determination, the Stated Principal Balance shall
equal the unpaid principal balance of such Serviced Companion Loan as of the Cut-off Date, minus (i) all amounts remitted to the
related Serviced Companion Loan Holder on or prior to the most recent Distribution Date coinciding with or preceding such date
of determination that are allocable to principal of such Serviced Companion Loan and (ii) any adjustment to the principal balance
of such Serviced Companion Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification
reducing the principal amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution
Date coinciding with or preceding such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a
Mortgage Loan or Serviced Companion Loan that has been paid in full or a Specially Serviced Loan with respect to which the Special
Servicer has made a Final Recovery Determination (or, in the case of an Outside Serviced Mortgage Loan, with respect to which the
Outside Special Servicer has made an equivalent determination) shall be zero from and after the Distribution Date related to the
Collection Period in which such payment or determination is made. The Stated Principal Balance of a Serviced Loan Combination (including
an REO Loan


 






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Combination),
as of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including
an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any related REO Companion Loan).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Subordinate Companion
Loan”: A Companion Loan that is subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate
Companion Loans related to the Trust as of the Closing Date are the General Motors Building Subordinate Companion Loans, the Olympic
Tower Subordinate Companion Loans and the 245 Park Avenue Subordinate Companion Loans.


 


“Subordinate Companion
Loan Holder”: The holder of a Subordinate Companion Loan.


 


“Subordinate YM Certificates”:
As defined in Section 4.01(d) of this Agreement.


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the
servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or
an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the Servicing
Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the Sub-Servicer
for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing Agreement”:
The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it is permitted to appoint
sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any Sub-Servicer relating to servicing
and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.


 


“Successful Bidder”:
As defined in Section 7.01(b) of this Agreement.


 






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“Supplemental Servicer
Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto as Exhibit
P, which list sets forth the following information with respect to each Mortgage Loan:


 


(i)          the
Mortgagor’s name;


 


(ii)         property
type;


 


(iii)        the
original balance;


 


(iv)        the
origination date;


 


(v)         the
original and remaining amortization term;


 


(vi)        whether
such Mortgage Loan has a guarantor;


 


(vii)       whether
such Mortgage Loan is secured by a letter of credit;


 


(viii)      the
original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


(ix)        the
grace period with respect to both default interest and late payment charges;


 


(x)          whether
such Mortgage Loan is insured by environmental policies;


 


(xi)        whether
an operation and maintenance plan exists and, if so, what repairs are required;


 


(xii)       whether
a cash management agreement or lock-box agreement is in place;


 


(xiii)      the
number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)      the
amount of the Monthly Payment due on the first Due Date following the Closing Date;


 


(xv)       the
interest accrual basis;


 


(xvi)      Administrative
Cost Rate;


 


(xvii)     whether
the Mortgage Loan is secured by a Ground Lease;


 


(xviii)       whether
the related Mortgage Loan is a Defeasance Loan; and


 


(xix)       whether
such Mortgage Loan is part of any Serviced Loan Combination, in which case the information required by clauses (xiv) and (xv)


 






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above
shall also be set forth for the Companion Loan in such Serviced Loan Combination.


 


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


 


“Tax Returns”:
The federal income tax return on IRS 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 under the REMIC Provisions, and the federal income tax return to be filed by the
Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of
subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished
to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal,
state or local tax laws.


 


“Temporary Regulation
S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Terminated Party”:
As defined in Section 7.01(c) of this Agreement.


 


“Termination Date”:
The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Termination Purchase
Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding the
amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive of
REO Mortgage Loans) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each REO Property, if
any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this clause (B)
shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).


 


“Test”: As
defined in Section 11.01(b)(iv).


 


“Third Party Purchaser”:
Any Person that purchases the HRR Interest in accordance with this Agreement and applicable laws and regulations; provided that
if there are multiple Holders of the HRR Interest then “Third Party Purchaser” shall mean, individually and collectively,
those multiple Holders.


 


“Third Party Reports”:
With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report, seismic
report or property condition report, if any.


 


“TPP Risk Retention
Requirements” means all of the requirements and obligations set forth in Rule 7 and/or Rule 12 of Regulation RR that
are applicable to a third-party purchaser who purchases an eligible horizontal residual interest or to its Affiliates, as such
requirements or obligations may be amended from time to time, and subject to such clarification and interpretation as have been
provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.)


 






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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 date compliance is required.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


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


 


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


 


“Treasury Regulations”:
Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”: The
trust created by this Agreement.


 


“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, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect
to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(v) the Master Servicer’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; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of this Agreement; (xi) the Lower-Tier Regular Interests;
and (xii) the Loss of Value Reserve Fund.


 


“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust REMIC”:
Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


 






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“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the
Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of
such Mortgage Loan as of the close of business on the Distribution Date in the related 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 is computed and shall be prorated for partial periods. For the avoidance
of doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00700% per annum.


 


“Underwriter Exemption”:
(a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets Inc. and (b) the prohibited transaction
exemption granted to Deutsche Bank Securities Inc., Department Final Authorization Number 97-03E, each as most recently amended
by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 


“Underwriters”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Drexel Hamilton, LLC.


 


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections
(ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor or otherwise from
collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all Principal Prepayments
received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage Loans, all
Principal Prepayments received during the period that renders them includable in the Aggregate Available Funds for such Distribution
Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent of
the Trust’s interest therein, any REO Properties during the related Collection Period (or, in the case of an Outside Serviced
Mortgage Loan or any interest in REO Property acquired with respect thereto, all such proceeds received during the period that
renders them includable in the Aggregate Available Funds for such Distribution Date), whether in the form of Liquidation Proceeds,
Insurance Proceeds, Condemnation proceeds, net income, rents, and REO Proceeds or otherwise, that were identified


 






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and
applied by the Master Servicer (and/or, in the case of an Outside Serviced Mortgage Loan, the related Outside Servicer) as recoveries
of previously unadvanced principal of the related Mortgage Loan.


 


“Unsolicited Information”:
As defined in Section 11.01(b)(iii).


 


“Upper-Tier REMIC Distribution
Account”: The trust account or accounts created and maintained as a separate trust account (or separate sub-account within
the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section
3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator)
shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2017-CD5, Upper-Tier REMIC Distribution Account” and which must be an Eligible Account.


 


“Upper-Tier REMIC”:
A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held from time to time
in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier Residual
Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the
Upper-Tier REMIC and evidenced by the Class R Certificates.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, 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,
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 as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Vertically Retained
Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Certificate Balance of the
VRR Interest, and the denominator of which is the aggregate initial Certificate Balance of all of the Classes of Principal Balance
Certificates.


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all
times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates, allocated pro rata
based upon their respective Notional Amounts as of the date of determination (but only for so long as the Notional Amount of at
least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class of Principal Balance Certificates,
a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates have been reduced
to zero, 100%) and a fraction, the numerator of which is equal to the Certificate


 






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Balance
of such Class as of the date of determination, and the denominator of which is equal to the aggregate of the Certificate Balances
of all Classes of the Principal Balance Certificates, in each case as of the date of determination (provided that, if,
but only if, expressly so provided herein in any circumstance, the allocation or exercise of Voting Rights for any particular
purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). The
Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their
respective Percentage Interests. The Class S and Class R Certificates shall not be entitled to any Voting Rights.


 


“VRR Allocation Percentage”:
A percentage equal to the Vertically Retained Percentage divided by the Non-Vertically Retained Percentage.


 


“VRR Available Funds”:
With respect to any Distribution Date, an amount equal to the Vertically Retained Percentage of the Aggregate Available Funds for
such Distribution Date.


 


“VRR Interest”:
All of the Class VRR Certificates collectively. The VRR Interest evidences the Class VRR Upper-Tier Regular Interest and represents
undivided beneficial interests in any VRR Specific Grantor Trust Assets.


 


“VRR Interest Distribution
Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and
(B) the aggregate amount of interest distributed to the Holders of the Non-Vertically Retained Regular Certificates pursuant to
Sections 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix) and (xxii)
on such Distribution Date.


 


“VRR Interest Transfer
Restriction Period”: With respect to the VRR Interest, the period from the Closing Date to the earlier of: (i) the date
that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced
to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate outstanding Certificate
Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate Balance of the Principal
Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; or (ii) in the sole discretion of the
Retaining Sponsor and the Depositor, the date on which the provisions of Regulation RR applicable to the Retaining Sponsor, the
Retaining Parties and the securitization transaction contemplated by this Agreement are repealed in their entirety or are otherwise
eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or elimination renders Regulation RR in
its entirety inapplicable (and that there are no other risk retention requirements under the Dodd-Frank Act that would be applicable)
to the securitization transaction contemplated by this Agreement.


 


“VRR Principal Distribution
Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and
(B) the aggregate amount of principal distributed to the Holders of the Non-Vertically Retained Regular Certificates pursuant to
Sections 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx) and (xxiii)
and the penultimate paragraph of Section 4.01(b) on such Distribution Date.


 


“VRR Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the Certificate Balance of the VRR Interest, after giving
effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (A) the Vertically Retained


 






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Percentage and
(B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation
only, not giving effect to any reductions of the Stated Principal Balance for principal payments received on the Mortgage Loans
that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on
the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not
otherwise determined to be Nonrecoverable Advances) after giving effect to any and all reductions thereon on such Distribution
Date.


 


“VRR Realized Loss Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of interest on reimbursed Realized Losses distributed to the Holders of the Non-Vertically
Retained Regular Certificates pursuant to Sections 4.01(b)(iii), (vi), (ix), (xii), (xv), (xviii),
(xxi) and (xxiv) on such Distribution Date.


 


“VRR Specific Grantor
Trust Assets”: The portion of the Trust Fund consisting of the Vertically Retained Percentage of any Excess Interest
collected on the ARD Mortgage Loans, and the Vertically Retained Percentage of amounts held from time to time in the Excess Interest
Distribution Account (if established).


 


“VRR1 Interest”:
As defined in the Preliminary Statement.


 


“VRR1 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by CREFI.


 


“VRR2 Interest”:
As defined in the Preliminary Statement.


 


“VRR2 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by DBNY.


 


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable Net Mortgage Pass-Through
Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective
Stated Principal Balances immediately prior to such Distribution Date.


 


“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.


 


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


 


“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed Reimbursement
Amounts”: With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made with respect
to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or


 






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Serviced
Loan Combination becomes (or, but for the making of three monthly 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
is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan
Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under
the terms of 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 Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate applied to each
collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation
Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall
be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced
Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of
default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) is modified by the Special
Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event described in clause
(a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the related collection of
interest and principal is received within 90 days following the related Maturity Date in connection with the full and final payoff
or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the Special Servicer will not
be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with
such workout; provided, further, that the Workout Fee with respect to any Specially Serviced Loan that becomes a
Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described in the definition of Excess
Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee.


 


“Workout Fee Rate”:
A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to each
expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan
(or Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or Serviced Loan Combination, if applicable) becomes
a Corrected Loan, through and including the then-related maturity date; provided that, if the rate in clause (a) above would
result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other
than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
from the date such Serviced Mortgage Loan (or
Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity date, then
the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied
to each expected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan


 






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 (or Serviced Loan Combination, if
applicable) becomes a Corrected Loan through and including the then-related maturity date.


 


“XML Format”:
Extensible markup language electronic format.


 


“Yield Maintenance Charge”:
With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium, if any, payable
under the related Note in connection with certain prepayments.


 


Section 1.02 Certain Calculations.


 


Unless otherwise specified herein,
the following provisions shall apply:


 


(a)          All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and
Mortgage.


 


(b)          For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(d) of this Agreement on any Distribution
Date, the Class of Non-Vertically Retained Principal Balance Certificates as to which the Non-Vertically Retained Percentage of
any prepayment shall be deemed to be distributed shall be determined on the assumption that the portion of the Principal Distribution
Amount paid to the Non-Vertically Retained Principal Balance Certificates on such Distribution Date in respect of principal shall
consist first of the Non-Vertically Retained Percentage of scheduled payments included in the definition of Aggregate Principal
Distribution Amount and second of the Non-Vertically Retained Percentage of prepayments included in such definition.


 


(c)          Any
Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer,
the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan on
which interest accrues.


 


(d)          For
purposes of calculating distributions on the Certificates and, in the absence of express provisions in the related Loan Documents
(and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary, for purposes
of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of any
Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds
(excluding, if applicable, in the case of each Serviced Loan Combination, any amounts payable to the holder(s) of the related Companion
Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:


 


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


 



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


 


(iii)          to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive
of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time
through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations pursuant
to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this
clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances for
such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with the related
Appraisal Reduction Amounts or (2) 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;


 


(iv)         to
the extent not previously so allocated pursuant to clause (i) or (ii) 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);


 


(v)          as
a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) 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 theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction
Amounts, plus (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 (to the extent that collections have not been allocated as
recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)         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;


 


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


 


(viii)       as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 






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(ix)          as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


   


(x)          as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)         as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than,
if applicable, accrued and unpaid Excess Interest (and, 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);


 


(xii)        as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)        in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of 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 Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds 125%,
or would exceed 125% following any partial release (based solely on the value of the real property and excluding personal property
and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or the related
Serviced Loan Combination in the manner permitted by the REMIC Provisions.


 


(e)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of 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 Loan
Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender
Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates and (subject to any related
Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under the Mortgage Loan
in the following order of priority:


 


(i)       as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage
Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect
to the related REO Mortgage Loan;


 


(ii)       as
a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance 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);


 






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(iii)          to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the
related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect
from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any
allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate portion
of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because of
the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred
under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO 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;


 


(iv)         to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest)
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 REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the
applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO 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 (to the extent that collections have
not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v) or
clause (v) of Section 1.02(d) above);


 


(vi)         as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)        as
a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)       as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage
Loan;


 


(ix)          as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid
Excess Interest (and, 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


 


(x)           in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest.


 






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(f)          The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special
Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such
applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


 


(g)         All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans
or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including,
if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO
Property) shall be made using the Calculation Rate.


 


(h)         For
purposes of calculating Pass-Through Rates and distributions on, and allocations of Realized Losses and VRR Realized Losses to,
the Certificates, as well as for purposes of calculating the Servicing Fee, the Trustee/Certificate Administrator Fee and the Operating
Advisor Fee payable each month, each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan
held pursuant to an Outside Servicing Agreement) will be treated as if the related Mortgage Loan and any related Companion Loan(s)
had remained outstanding and the related Loan Documents continued in full force and effect; and all references to “Mortgage
Loan,” “Mortgage Loans” or “Mortgage Pool” in this Agreement, when used in that context, will be
deemed to also be references to or to also include, as the case may be, any REO Mortgage Loan, and all references to “Companion
Loan” or “Companion Loans” in this Agreement, when used in that context, will be deemed to also be references
to or to also include, as the case may be, any REO Companion Loan. Each REO Loan will generally be deemed to have the same characteristics
as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including the same fixed Mortgage Rate (and, accordingly,
the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor
Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee,
as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the related
REO Property, net of payments to be made, or reimbursements to the Master Servicer or Special Servicer for payments previously
advanced, in connection with the operation and management of that property, generally will be applied by the Master Servicer as
if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


 


Section 1.03          Certain
Constructions. (a)  For purposes of this Agreement, references to
the most or next most subordinate Class of Non-Vertically Retained Regular Certificates outstanding at any time shall mean the
most or next most subordinate Class of Non-Vertically Retained Regular Certificates then outstanding as among the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class X-E, Class A-S, Class B, Class C, Class D, Class
E, Class F and Class G Certificates; provided, however, that for purposes of determining the most subordinate Class
of Non-Vertically Retained Regular Certificates, in the event that the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB
Certificates are the only Classes of Non-Vertically Retained Principal Balance Certificates


 






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outstanding,
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A Certificates together will be treated as the most subordinate
Class of Non-Vertically Retained Regular Certificates. For purposes of this Agreement, each Class of Regular Certificates shall
be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Amount has not been reduced to zero.
For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not
been terminated pursuant to Section 9.01 of this Agreement.


 


(b)          For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)          the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)         references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)        a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)        the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)         the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 


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 to be designated as CD 2017-CD5 Mortgage
Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee
(as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders all the right,
title and interest of the Depositor, 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, 5 (other than Section 5(e), 5(f), 5(g),
5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates
to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to
the foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if
any, and (iv) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for


 






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the
benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect
to the Mortgage Loans (other than payments of principal and interest and other amounts due and payable on the Mortgage Loans on
or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such
assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the applicable Outside Servicing
Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause
to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File
for each Mortgage Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within five
(5) Business Days after the Closing Date, to the Master Servicer; provided, however, that copies of any document
in the Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than
with respect to an Outside Serviced Mortgage Loan) on or before the Closing Date. Notwithstanding anything to the contrary contained
herein, (A) with respect to an Outside Serviced Mortgage Loan, the preceding document delivery requirements shall be deemed satisfied
by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with respect to the documents
and/or instruments referred to in clause (1) of the definition of “Mortgage File”, executed originals of the related
documents, and (ii) with respect to the documents and/or instruments referred to in clauses (2) through (20) of the definition
of “Mortgage File”, a copy of the mortgage file related to the applicable Outside Serviced Companion Loan delivered
under the applicable Outside Servicing Agreement and (B) with respect to a Servicing Shift Mortgage Loan, the related Mortgage
File delivered to and deposited with the Custodian (on behalf of the Trustee) as contemplated by the first sentence of this Section
2.01(b) shall, on or after the related Servicing Shift Date, be transferred to the custodian related to the securitization
of the related Lead Servicing Pari Passu Companion Loan in accordance with the second paragraph of Section 2.01(c) and with
the expectation that the assignments referred to in clauses (4), (5) and (14) of the definition of “Mortgage File”
(to the extent that recordation of such item would have otherwise been required) will be recorded in the name of the trustee for
that securitization. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer
shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary,
with respect to letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan
Seller shall deliver, on or before the Closing Date, to the Master Servicer and the Master Servicer shall hold the original (or
copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or
amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit
of Certificateholders and, if applicable, the related Serviced Companion Loan Holder, to the extent required in order for the Master
Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the
related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and
the applicable


  



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Mortgage
Loan Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) by delivering, on or before the Closing Date, with respect to any letter(s) of credit a copy thereof to
the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document
has been delivered to the Master Servicer 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). If a letter of credit referred to in the previous sentence is
not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of
Certificateholders and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof
and/or of the related 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 Master Servicer within 90 days of the Closing Date; provided
that with respect to a Servicing Shift Mortgage Loan, no such assignments shall be made until the earlier of (i) the related Servicing
Shift Date, in which case such assignments shall be made in accordance with the related Servicing Shift Mortgage Loan Pooling
and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B) such time as any such letter of credit
is required to be drawn upon by the Master Servicer, in which case such assignments shall be made in favor of the Trustee for
the benefit of the Certificateholders and for the benefit of the holder of the related Companion Loan, until the occurrence of
the related Servicing Shift Date. Contemporaneous with the securitization of the related Lead Servicing Pari Passu Companion Loan,
any such letter of credit shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable, as provided
in the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan
Holder, and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order
that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of Certificateholders and, if applicable,
the related Serviced Companion Loan Holder.


 


With respect to any Serviced
Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of
the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any such related
comfort letter to the Trustee for the benefit of the Certificateholders (and, if applicable, the related Serviced Companion Loan
Holder(s)) or 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 (and, if applicable, the related Serviced
Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter
period if required by the applicable comfort letter), provide any such required notice or make any such required request to the
related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document
or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian
(who shall include such document in the related Mortgage File) and the Master Servicer, and the Master Servicer shall use reasonable


 






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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), and the Master Servicer shall, as soon
as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or
acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


 


After the Depositor’s transfer
of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent
with the Trust’s ownership of the Mortgage Loans.


 


(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase
Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan
Seller’s expense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage
File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in each
case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because the documents
referred to herein have been assigned to the related Outside Trustee.


 


Notwithstanding the foregoing,
with respect to a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in
the definition of “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement (to the extent
recordation would have otherwise been required) until the earliest of (i) the related Servicing Shift Date, in which case such
instruments shall be completed and, if applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling
and Servicing Agreement, and the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies of any such instruments
of assignment so completed and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced
Mortgage Loan prior to the related Servicing Shift Date, in which case such assignments shall be completed and, if applicable,
recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date,
in which case assignments shall be completed and, if applicable, recordations shall be effected in accordance with this Agreement
upon such occurrence; and (B) following the related Servicing Shift Date and upon the transfer of servicing of the related Servicing
Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement, the Custodian
shall deliver the originals of all documents constituting the related Mortgage File and any other related Loan Documents (if not
a part of the related Mortgage File) in its possession (other than the documents described in clause (1) of the definition of “Mortgage
File”) to the related Outside Trustee or the Outside Custodian; provided that, prior to the delivery of any such original
documents to the related Outside Trustee or Outside Custodian, the Custodian shall make and retain photocopies of any and all documents
so delivered to the related Outside Trustee or the Outside Custodian; and provided, further, that, to the extent any instruments
of assignment that are part of the Mortgage File have been recorded pursuant to this Agreement prior to the related Servicing Shift
Date, the Trustee shall execute and deliver assignments to the Outside Trustee.


 



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The Depositor hereby represents
and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each
Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan), that if it cannot deliver or cause to be delivered the documents
and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File”
solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered
for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller or the title
agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each
assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous
paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following
recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan
Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided
that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the applicable Mortgage Loan Seller or its designee shall obtain and provide to the Custodian a certified copy of the
recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the
Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


If the Custodian has received
written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase
Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be
cured, as the case may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan Seller’s
behalf has agreed to record or file as described above, to deliver to such third party the substitute or corrected document.


 


(d)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to any
Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage
Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer within
five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise required
to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage Loans
and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration and/or servicing of the
Mortgage Loans (including any related asset summaries that were delivered to the Rating Agencies in connection with the rating
of the Certificates, material notices related to tenant leases, and any related operating statements, financial statements, appraisals
or similar reports) or any related Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the
Mortgage Loans or any related Serviced Companion Loans or holders of interests therein, and (C) are in possession or under control
of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession or under control
of the applicable Mortgage Loan Seller that relate to such Mortgage Loans and any related Serviced Companion Loans, together with
a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or any related Serviced


 






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Companion
Loan; provided that copies of any document in the Mortgage File and any other document, record or item referred to above
in this sentence that, in each case, constitutes a Designated Servicing Document shall be delivered to the Master Servicer on
or before the Closing Date; and provided, further, that the applicable Mortgage Loan Seller shall not be required
to deliver any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence
analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold all such documents,
records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they also relate
to a Serviced Companion Loan, on behalf of and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding
anything to the contrary, the foregoing provisions of this Section 2.01(d) shall not apply to the Outside Serviced Mortgage
Loans. In addition, each Mortgage Loan Seller is required, pursuant to the related Mortgage Loan Purchase Agreement, to provide
to the Master Servicer the initial data with respect to its Mortgage Loans for (i) the CREFC® Financial File and the CREFC®
Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to this Agreement and (ii) the Supplemental
Servicer Schedule.


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby represents
and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed original
counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)          With
respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of the
related Serviced Companion Loan Holder(s).


 


(g)          The
parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes the
obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside
Servicing Agreement.


 


(h)          It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)           The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days after
the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each
of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) 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 is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for
in Section 12.04 of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Controlling Class Representative, the Asset Representations Reviewer and the Operating Advisor) an officer’s
certificate signed by such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated
Site constitute all documents required under the definition of “Diligence File” and such


 






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Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor (the
“Diligence File Certification”). The Depositor shall have no responsibility for determining whether any Diligence
Files delivered to it are complete and shall have no liability to the Trust or the Certificateholders for the failure of any Mortgage
Loan Seller to deliver a Diligence File (or a complete Diligence File) to the Depositor.


 


(j)           Within
3 Business Days after the Closing Date, the Depositor shall deliver to the Master Servicer (a) the Initial Schedule AL File and
the Initial Schedule AL Additional File in XML Format and Excel format and (b) Annex A to the Prospectus in Excel format at the
following email address: ssreports@wellsfargo.com.


 


Section 2.02          Acceptance by
the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all
other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares
that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans
and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Serviced Companion
Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the Custodian
shall also hold the portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination in trust
for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Certificate Administrator,
as the initial Custodian, hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter
and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause (1) of the definition of “Mortgage
File” are in its possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note)
received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where
appropriate) and (C) purports to relate to such Mortgage Loan.


 


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii)
the day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased
or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with respect to each
Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement
and the terms of the respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit
N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial
Purchaser (and upon request, in the case of a Serviced Loan Combination, to the related Serviced Companion Loan Holder) that, as
to each Mortgage Loan


 






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then
subject to this Agreement (except as specifically identified in any exception report annexed to such certification, which exception
report shall also be available in electronic format (including Excel-compatible format) upon request): (i) all documents specified
in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian
has been notified of any related modification), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination)
of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated by Section
2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian (whether that is the Certificate Administrator
or any other Custodian appointed by it) of the particular recorded/filed documents); (iii) all documents received by the Custodian
with respect to such Mortgage Loan have been reviewed by the Custodian and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of this Agreement and this Section 2.02(b) and only as to the foregoing documents (together with any Loan Agreement
that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects
the information set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition
of “Mortgage File” if the original of such document is not in the Custodian’s possession because it has not
been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section
2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage Loans, with
respect to the items listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”,
the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such document:
(i) in the case of the item listed in clause (1) of the definition of “Mortgage File”, unless the Custodian is in
possession of the original of such document; and (ii) in the case of the items listed in clauses (2), (3), (4), (5), (6), (7),
(15) and (20) of the definition of “Mortgage File”, unless the Custodian is in possession of a copy of such document.
If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates because two years
have elapsed since the Closing Date, the Certificate Administrator shall deliver (or cause any other Custodian appointed by it
to deliver) a comparable certification to any party hereto, the Serviced Companion Loan Holder and any Underwriter and any Initial
Purchaser on request.


 


(c)          It
is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating
to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none
of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility
for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted
in any applicable jurisdiction.


 


(d)          The
parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2),


 






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(3),
(4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified of
any related modification), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of
“Mortgage File” have been received, appear regular on their face and such additional information as will be necessary
for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is
in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and
shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Files by the Custodian
and any certification with respect thereto is not intended to, and shall not be deemed by the parties to this Agreement to, constitute
“due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10
and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its
receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification
with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.02(d)
shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under
and in accordance with the terms of this Agreement.


 


(e)          If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.03 Mortgage Loan
Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations
and Warranties.


 


(a)          If
(i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any document
constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular
on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation
or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement
with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase
Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class
Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related
Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered
to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such
Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the
value of the related Mortgage Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests
of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property or causes any Mortgage
Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect”
or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine,
with 


 



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respect
to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material Document Defect or a Breach is a Material
Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give
prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), and the applicable Mortgage Loan Seller (a) notifying such parties of the existence of such
Material Defect and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable
Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect
to, such Material Defect (or, in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, not
later than 90 days from any party discovering such Material Defect), cure the same in all material respects (which cure shall
include payment of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of
any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to
the Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such 90 day period, either (before
the end of such 90-day period) (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust’s interest
therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately available
funds to the Collection Account or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided
that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master
Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that if (i) such Material
Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect is not related to any Mortgage Loan’s
not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the
cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days to complete
such cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed
that, in connection with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller
shall deliver an Officer’s Certificate to the Trustee, the Special Servicer and the Certificate Administrator setting forth
the reasons such Material Defect is not capable of being cured within the initial 90 day period and what actions such Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material
Defect will be cured within such additional 90 day period); and provided, further, that, if any such Material Defect
is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such 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 so long as such Mortgage Loan Seller certifies
to the Trustee, the Special Servicer and the Certificate Administrator every 30 days thereafter that the 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 defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased,
the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are
to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to


 






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be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each
Mortgage Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special
Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund.
Monthly 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 Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related
repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage
Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes.
No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage
Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent
a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect,
the affected Mortgage Loan will be required to be repurchased.


 


Notwithstanding the foregoing
provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect
to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing
Servicer (subject to the consent of the Controlling Class Representative so long as no Control Termination Event has occurred and
is continuing and other than with respect to an Excluded Mortgage Loan), are able to agree upon a cash payment payable by such
Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss
of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to
the Trust, and 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 3.06(c) of this Agreement; provided that a Material Defect as a result of a Mortgage Loan
not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s
reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing
Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Mortgage Loan and
any other information relating to such Mortgage Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing
Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject
to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred and is continuing
and other than with respect to an Excluded Mortgage Loan). The Loss of Value Payment shall include the portion of any Liquidation
Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations
Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the related Mortgage
Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment
is made, this paragraph describes the sole remedy available to the Certificateholders or the Trust regarding any such Material
Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated
to


 






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repurchase
or replace the affected Mortgage Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual
agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, provided that, prior to
any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer,
as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time frames 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).


 


In the case of a Material Defect
with respect to the General Motors Building Mortgage Loan, CGMRC shall be responsible for any remedies under this Agreement and
the CGMRC Mortgage Loan Purchase Agreement solely in respect of the portion of the General Motors Building Mortgage Loan evidenced
by the CGMRC General Motors Building Note as if such promissory note(s) were a separate Mortgage Loan, and GACC shall be responsible
for any remedies solely in respect of the portion of the General Motors Building Mortgage Loan evidenced by the GACC General Motors
Building Note as if such promissory note(s) were a separate Mortgage Loan.


 


If (x) a Mortgage Loan is to
be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan
is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect
as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”)
(without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute
a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller
shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the
case of such Breach or Document Defect, as applicable:


 


(A)          the
related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special
Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage
Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected
Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause either Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result
in the imposition of a tax upon either Trust REMIC or the Trust Fund (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); and


 


(B)          each
of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected
Loans and not the Other Crossed Loans:


 



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(1)          the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service
coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement;


 


(2)          the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected
Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed as a whole number
percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time of repurchase
or replacement and (C) 75%; and


 


(3)          either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group or
(y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with the
related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise
remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise
of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The determination of the Enforcing
Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of manifest
error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan Seller. The Enforcing Servicer will
be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to be delivered, to the Enforcing Servicer
an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the condition set forth in clause
(B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the related Mortgage Loan Seller and, prior to the occurrence and continuance of a Control Termination
Event, the Controlling Class Representative (such approval not to be unreasonably withheld in each case).


 


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding
paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller
and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage Loan Purchase Agreement)
to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted to exercise remedies
against


 






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the
Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing
the Affected Loan(s) still held by the Trustee or the Custodian on its behalf. If the exercise of remedies by one such party would
impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the Affected
Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear from
exercising such remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified
in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of
the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form
a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related Loan Documents, or
otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the related Mortgage
Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall be binding
on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


To the extent necessary and appropriate,
the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney provided by the
Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the Loan Documents
that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Mortgage
Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held
by such party resulting from the exercise of remedies by the other such party; provided that the Trustee shall not be liable
for any misuse of any such power of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or
subcontractors. The Master Servicer shall advance all costs and expenses incurred by the Trustee, the Special Servicer and the
Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the first, second and third preceding
paragraphs, and such advances and interest thereon shall (i) constitute and be reimbursable as Property Advances and (ii) be included
in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced. Neither the Master Servicer nor the
Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification of the Loan Documents described
above cannot be effected for any reason beyond the control of the Master Servicer or the Special Servicer or should not be effected
as determined by the Master Servicer or Special Servicer, as applicable, in accordance with the Servicing Standard.


 


If the Master Servicer, the Special
Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been
previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request
Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan
Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously
been delivered to such Persons pursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase
Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”),
or that such Repurchase Request has been rejected (a


 






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“Repurchase
Request Rejection”), then the Master Servicer or the Special Servicer, as applicable, shall (in accordance with the
following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the other such party, the Depositor,
the applicable Mortgage Loan Seller (unless it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected
such Repurchase Request), and the Certificate Administrator (in each case unless the proposed recipient is the party that notified
the Master Servicer or the Special Servicer, as applicable, thereof).


 


Each notice of a Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section
2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt
of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection,
as applicable, and shall include (i) the identity of the related Mortgage Loan and the Person making the Repurchase Request, (ii)
the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase
Request) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement
as to whether the Special Servicer currently plans to pursue such Repurchase Request.


 


If the Trustee, the Master Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such
party shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection to the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative, and include the following statement in the related correspondence: “This is
a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”]
[a “Repurchase Request Rejection”] under Section 2.03(a) of the Pooling and Servicing Agreement relating to the CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5, requiring action by you as the recipient
of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon
receipt of any Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request
Rejection by the Special Servicer pursuant to the foregoing provisions of this paragraph, the Special Servicer shall be deemed
to be the recipient of such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this
Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection.


 


No Person that is required to
provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”) shall
be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided


 






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pursuant
to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective
Affiliates to comply with Rule 15Ga-1, 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 Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section
2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the
exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


On or before the Closing Date,
the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer shall
provide to each Sub-Servicer.


 


(b)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to
Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents
referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in accordance with this
Agreement and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect;
provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered
to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection
with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the Mortgage Loan or for any immediate significant servicing obligation.


 


(c)           In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall
each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed by the applicable repurchasing
entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation,
the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document
that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable
Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or
endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant
to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and
reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such
tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from the Master
Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution
have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated
by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO Property
(including with respect to an Outside Serviced


 






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Mortgage
Loan) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver
any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall
not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors.
The parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that in the event a Qualified
Substitute Mortgage Loan is substituted for a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this
Section 2.03, the related Mortgage Loan Seller will be required to deliver to the Custodian the related Mortgage File and
to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by
it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition
of “Qualified Substitute Mortgage Loan” in this Agreement.


 


The parties to this Agreement
acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced
as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule
(as such term is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and,
if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such
amended Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement) to the parties to this
Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute
Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(d)          The
related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on behalf
of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


(e)          The
parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Mortgage Loan Purchase
Agreement provides that if a “material document defect” (as such term or any analogous term is defined in the related
Outside Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related Outside Serviced
Companion Loan that is included in the Outside Securitization Trust established under the related Outside Servicing Agreement,
and such Outside Serviced Companion Loan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible
repurchasing entity) from such Outside Securitization Trust as a result of such “material document defect” (as such
term or any analogous term is defined in such Outside Servicing Agreement), then the related Mortgage Loan Seller will be required
to repurchase such Outside Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material
document defect” (as such term or any analogous term is defined in the related Outside Servicing Agreement) related solely
to the promissory note for such Outside Serviced Companion Loan.


 


(f)           (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


 






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Servicer,
and the Enforcing Servicer shall promptly forward that Certificateholder Repurchase Request to the applicable Mortgage Loan Seller
and each other party to this Agreement.


 


(ii)          In
the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the
Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan should be repurchased or replaced
due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan, then such party shall deliver
prompt written notice of such Material Defect to the Enforcing Servicer identifying the applicable Mortgage Loan and setting forth
the basis for such allegation (a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary in
the first sentence of this clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated to,
make a determination that a Mortgage Loan should be repurchased or replaced due to a Material Defect. The Enforcing Servicer shall
promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.
Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03, 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 each Repurchase Request. The
Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements (including,
without limitation, obligations resulting from a Material Defect) pursuant to the terms of this Agreement and the Mortgage Loan
Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement and this Agreement, such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at
such time as the Enforcing Servicer would require were it, in its individual capacity, the owner of the affected Mortgage Loan,
and in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of
the obligations of a Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to be Property
Advances, to the extent not recovered from the Mortgage Loan Seller or the applicable Requesting Certificateholder and/or Consultation
Requesting Certificateholder.


 


(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(g) 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 in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi) of
the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising any of its rights related to
a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(g)          (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 or by a party to this Agreement), 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 who shall
make such notice available to all other Certificateholders and


 






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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. 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 applicable Mortgage
Loan Seller with respect to the Repurchase Request, or (b) the Enforcing Servicer’s intended course of action is to pursue
further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request but a Requesting
Certificateholder does not agree with the course of action selected by the Enforcing Servicer and, in the case of clause (a) or
(b), a Requesting Certificateholder wishes to exercise its right to refer the matter to mediation (including non-binding arbitration)
or arbitration, if any, then a Requesting Certificateholder 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 was posted on
the Certificate Administrator’s Website (the 30th day following the date of posting, the “Dispute Resolution Cut-off
Date”) indicating its intent to exercise its right to refer the matter to either mediation (including non-binding arbitration)
or arbitration. In addition, any Certificateholder or Certificate Owner may deliver, prior to the Dispute Resolution Cut-off Date,
a written notice (a “Consultation Election Notice”) requesting the right to participate in any Dispute Resolution
Consultation (as defined in clause (iii) below) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s
receipt of a Preliminary Dispute Resolution Election Notice as provided in clause (iii) below.


 


(ii)          If
no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party obligated and 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 Holder pursuant to Section 6.09.


 


(iii)         Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting
Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder and such Consultation 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 to be in accordance with the Servicing Standard relating to the
timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder or a Consultation 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 or Consultation Requesting Certificateholder timely
delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then no Certificateholder or Certificate Owner shall
have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole
party obligated and 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 Holder.


 


(v)         If
a Requesting Certificateholder or Consultation Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then such Requesting Certificateholder or Consultation Requesting Certificateholder shall become
the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration) or arbitration. If more
than one Requesting Certificateholder or Consultation Requesting Certificateholder timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders and/or Consultation Requesting Certificateholders shall collectively become the
Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders and/or Consultation
Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration (including whether
to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however, no Requesting Certificateholder
or Consultation 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 any Requesting Certificateholder or Consultation 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 will 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 will not be deemed waived with respect to
the Enforcing Servicer to the extent there is a material change from the facts and circumstances known to it at the time when the
Proposed Course of Action Notice was delivered by the Enforcing Servicer, and (iii) if the Proposed Course of Action Notice had
indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall be the sole party
obligated and entitled to determine a course of action including, but not limited to, enforcing 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(g) shall not apply, and the Enforcing
Servicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the
Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing
Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to
avoid the running of any applicable statute of limitations.


 






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


 


(viii)       For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be a Requesting Certificateholder or Consultation Requesting Certificateholder.


 


(ix)         The
Requesting Certificateholders or Consultation Requesting Certificateholders are entitled to elect either mediation or arbitration
with respect to a Repurchase Request in their sole discretion; provided, however, no Requesting Certificateholder or Consultation
Requesting Certificateholder shall be entitled to then utilize the alternative method in the event that the initial method is unsuccessful,
and no other Certificateholder or Certificate Owner shall be entitled to elect either arbitration or mediation in the event a mediation
or arbitration is undertaken with respect to such Repurchase Request.


 


(h)          If
the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


 


(i)          The
mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan Seller
within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


 


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


 


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


 


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


 


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


 






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as mutually agreed by the parties as part of the mediation (any such expenses allocated to the
Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(vi)        Out-of-pocket
costs and expenses of the Enforcing 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 expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of
this Agreement.


 


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


 


(i)          The
arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan Seller
within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


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


 


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


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil
Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing
motions), and will do so by reasoned decision on the motion of any party to the arbitration.


  


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon 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


 






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depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)        The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)        No
person may bring a putative or certified class action to arbitration.


 


(j)          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


 






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mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder or Consultation 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
Holder (but, if the Controlling Class Representative is the related Directing Holder, only if no Consultation Termination Event
has occurred and is continuing and only if an Excluded Mortgage Loan is not involved) 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 or Consultation 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 or Consultation
Requesting Certificateholder.


 


(v)       In
the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder
or Consultation 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 Enforcing Servicer or a trustee, 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 (1) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in
Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide any Rule
15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such


 






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Rule 15Ga-1
Notice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage Loan Seller shall be permitted
to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1
or Item 1104 of Regulation AB.


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder or Consultation Requesting
Certificateholder to refer a Repurchase Request to mediation or arbitration or to participate in such mediation or arbitration
affect in any manner the ability of the Special Servicer to perform its obligations with respect to a Specially Serviced 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 Holder.


 


(viii)      Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.


 


Section 2.04          Representations
and Warranties of the Depositor.


 


(a)          The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the
Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)         The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is
duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or
the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); 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; the Depositor has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered 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) and, as to any rights of indemnification hereunder,
by considerations of public policy;


 



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(iii)       Neither
the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor
the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach
of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking
of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or
other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien,
charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or
(B) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made
by the Depositor, except where, in any of the instances contemplated by clause (A) above or this clause (B), the failure to do
so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement;


 


(iv)       There
is no litigation, charge, investigation, 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 the outcome of which could
be reasonably expected to 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;


 


(v)       The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)       No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)       Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement,
the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the related Mortgage
Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;


 


(viii)    The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)       The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the
Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders
free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced


 






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Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests
of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.05          Representations,
Warranties and Covenants of the Master Servicer.


 


(a)       The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, 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 jurisdiction in which a 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 violate the Master Servicer’s organizational documents or constitute a default (or an event
that, 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 that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer;


 


(iii)       The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 






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(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 do 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 Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)       No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that 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 either the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)       Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by
Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement;


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement; and


 


(ix)       to
its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 



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Section 2.06          Representations,
Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction in which a 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 do not, and the performance and compliance with the terms of this
Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B)
constitute a default (or an event that, 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 that is applicable to it or any of
its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(iii)       The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, 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 Special
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 






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(vi)      No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that 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 either the ability of the Special Servicer to perform its obligations under this Agreement
or the financial condition of the Special Servicer;


 


(vii)     Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of
Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required
by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)    No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to
the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.07          Representations
and Warranties of the Trustee.


 


(a)          The
Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the
Certificate Administrator, 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; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits,


 






    	-166- 



     


    

 


franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)        the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions 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
contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its
assets;


 


(iii)       except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee
has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws;


 


(v)       the
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations
of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder
or thereunder;


 


(vi)      no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval
has been obtained prior to the Closing Date;


 


(vii)     no
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)    to
its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 






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(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.08          Representations
and Warranties of the Certificate Administrator.


 


(a)          The
Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)         The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)        the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions 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 contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(iii)       the
Certificate Administrator has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws;


 






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(v)       the
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)      no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date;


 


(vii)     no
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;
and


 


(viii)    to
its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.09          Representations,
Warranties and Covenants of the Operating Advisor.


 


(a)       The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 






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(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 violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, 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 that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)         The
Operating Advisor 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 Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(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 do 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 Operating Advisor’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform
its obligations under this Agreement;


 


(vi)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(vii)      The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.08 hereof; and


 


(viii)      The
Operating Advisor is an Eligible Operating Advisor;


 


(ix)        The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund;


 


(x)         No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation


 






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by the Operating Advisor 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 Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.10          Representations,
Warranties and Covenants of the Asset Representations Reviewer.


 


(a)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)         The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York; and the Asset Representations Reviewer is in compliance with the laws of each jurisdiction in which
a 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 violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, 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 that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(iii)       The
Asset Representations Reviewer 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 Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in


  






    	-171- 



     


    

 


accordance
with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the
enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities
laws;


 


(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 do 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
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vi)      No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer that 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 insurance coverage that is in full force and effect, which complies with
the requirements of Section 3.08 hereof;


 


(viii)     The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


(ix)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Asset Representations Reviewer 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 Closing
Date, and which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer
to perform its obligations hereunder.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying


 






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Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.11 Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


 


The Trustee (i) acknowledges
the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents
constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and
2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the
Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier
Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in
clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently
with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier
Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange
for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier
Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged,
(iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates
(in respect of the Upper-Tier Residual Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance
described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other
classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate
Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular
Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest),
registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys
all right, title and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any
other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator
shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates
in exchange for the conveyance pursuant to the prior sentence.


 


Section 2.12          Miscellaneous
REMIC and Grantor Trust Provisions.


 


(a)           The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class
LG and Class LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC
within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is
hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section
860G(a)(2).


 


(b)           The
Non-Vertically Retained Regular Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular
interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced


 






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by
the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within
the meaning of Code Section 860G(a)(2).


 


(c)           The
Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The
“latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the Non-Vertically
Retained Regular Certificates and the Class VRR Upper-Tier Regular Interest is the Rated Final Distribution Date.


 


(d)           None
of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 


(e)           The
Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of any Class S
Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor
trust” within the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates shall represent undivided
beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions thereon
and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part
I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section 3.01 Master
Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans.


 


(a)          The
Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced
Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service
and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with the related
Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf
of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Loan Combination,
for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole as if such Certificateholders
and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related
Co-Lender Agreement) in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective
Serviced Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced Loan Combinations, the related Co-Lender
Agreement; and (iii) the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations
set forth in this Agreement and


 






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any
related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to
maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Outside Serviced Mortgage
Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall
have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph
(c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in
connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment
exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced
Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the
case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case
of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject
to the terms and conditions of the related Co-Lender Agreement), including, without limitation, with respect to each Mortgage
Loan and Serviced Companion Loan, (A) other than with respect to the Outside Serviced Mortgage Loans, to prepare, execute and
deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them: (i) any and
all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged
Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement,
any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File
or defeasance of the Mortgage Loan or Serviced Companion Loan; and (iii) any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loan (and related
Serviced Companion Loan) or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Mortgage Loans,
to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer
or Special Servicer in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing, neither
the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any
Mortgage Loan, or Serviced Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10
and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall
service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans), the Serviced Companion Loans and each
related REO Property in accordance with applicable law and the terms thereof and hereof and the terms of any applicable Co-Lender
Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them thereby.


 


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver (i) to
the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form
as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney in the form
of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer, and
(iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably acceptable to the Trustee prepared
by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master
Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained
herein to the contrary, none of the Master


 






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Servicer,
the Special Servicer or any Sub-Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or
proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as
applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action,
suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer
or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the
initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master
Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or
the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that
actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and
any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection
with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or
subcontractors, as applicable.


 


(b)          Unless
otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on
a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately
following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant
to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt
of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an
event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such
amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such
amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided that any such
amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or, upon an event of default
under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)          The
Master Servicer may enter into Sub-Servicing Agreements with third parties (including a party that has previously been engaged
as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent
with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) other than
with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related Sub-Servicer, (iv) any such agreement
shall provide that, following receipt of the applicable Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer
shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer
shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice
alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase


 






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Request
Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer shall notify the applicable Mortgage Loan
Seller of any such agreement (other than any Sub-Servicing Agreement in place on the Closing Date with a Mortgage Loan Seller
Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by the related Sub-Servicer (other than an assignment to the
Master Servicer) shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld,
conditioned or delayed); (vii) any amendment or modification of such Sub-Servicing Agreement shall be subject to the prior written
consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed) if the Master Servicer determines
that, as a result of such amendment or modification, the Sub-Servicer would become a “servicer” within the meaning
of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the
criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets; (viii) any such Sub-Servicing Agreement
shall provide that it may be assumed by the Trustee or its designee, if the Trustee or its designee has assumed the duties of
the Master Servicer, or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon
the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 hereof; (ix) any such Sub-Servicing
Agreement shall provide that the Trustee (for the benefit of the Certificateholders and the related Companion Loan Holder (if
applicable) and the Trust (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated
herein) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer,
as applicable, any successor master servicer or special servicer or any Certificateholder (or the related Companion Loan Holder,
if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (ix) any such Sub-Servicing
Agreement shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the Sub-Servicer fails (A) to deliver
by the due date (which may take into account any grace period permitted pursuant to this Agreement) any Exchange Act reporting
items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article X 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 X or under the Exchange Act reporting requirements of any other pooling and servicing agreement
that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with the requirements set forth in Section
10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to take (or determine not
to take) action with respect to Major Decisions or Special Servicer Decisions without the consent of the Special Servicer; and
(x) no Sub-Servicer shall be the Third Party Purchaser, the Operating Advisor, the Asset Representations Reviewer or any of their
respective Risk Retention Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents
or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the
provisions of this Section 3.01(c). The Master Servicer shall be responsible for paying the servicing fees of any Sub-Servicer
retained by it. The Master Servicer shall, upon request, provide a copy of each Sub-Servicing Agreement (and any assignment thereof)
entered into by it to the Depositor. A Sub-Servicer may be an affiliate of 


 






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the Depositor, the Master Servicer or the Special Servicer.
The Special Servicer shall not appoint sub-servicers with respect to any of its servicing obligations and duties under this Agreement.


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a Sub-Servicer,
shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have
no claims, rights, obligations, duties or liabilities (including, without limitation, any obligation to pay any termination fee
to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement) with respect to the Sub-Servicer, except as
set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund
to indemnify any such Sub-Servicer.


 


As part of its servicing activities
hereunder, the Master Servicer for the benefit of the Trustee, the Certificateholders and, if applicable, the Serviced Companion
Loan Holders, shall (at no expense to the Trustee, the Certificateholders, the Serviced Companion Loan Holders or the Trust) monitor
the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement (except that,
to the extent provided in Article X hereof, the Master Servicer shall be required only to use commercially reasonable efforts
to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of Article X hereof). 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 and the terms of this Agreement. The Master Servicer shall have the right to remove
a Sub-Servicer retained by it in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)          If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to
carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable,
succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master
Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as
applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations
in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer
as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee
or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability
or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer,
as applicable.


 


In the event that the Trustee
or any successor Master Servicer assumes the servicing obligations of the Master Servicer, upon request of the Trustee or such
successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the
Trustee or such successor Master Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement and
the Mortgage Loans then being serviced thereunder and an


 






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accounting
of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient
transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable.


 


(e)          The
parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender
Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the
related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the allocation
of collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder of the
related Mortgage Loan, and to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses and
losses relating to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the related Serviced
Companion Loan Holder(s); (iii) any consultation, consent and Special Servicer appointment rights of a related Serviced Companion
Loan Holder or its Companion Loan Holder Representative; (iv) any right of a related Companion Loan Holder to attend (in-person
or telephonically) annual meetings with the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and
at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, for the purpose of discussing servicing
issues related to such Serviced Loan Combination; (v) any right of a related Companion Loan Holder to cure certain defaults under
the related Serviced Loan Combination; and (vi) any right of a related Companion Loan Holder to purchase the related Split Mortgage
Loan from the Trust Fund (together with any other related Serviced Pari Passu Companion Loans, if applicable). With respect to
any Serviced Loan Combination, the Master Servicer (if such Serviced Loan Combination is a Performing Serviced Loan) or the Special
Servicer (if such Serviced Loan Combination has become a Specially Serviced Loan or the related Mortgaged Property has been converted
to an REO Property) shall prepare and provide to the related Serviced Companion Loan Holder(s) (or its Companion Loan Holder Representative),
or the master servicer or special servicer for the related Other Securitization Trust on its behalf, all notices, reports, statements
and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall
perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be
performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not
otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced
Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set
forth herein in full. In the event of any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced
Pari Passu Loan Combination, the terms of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan
Combination.


 


With respect to any Serviced
Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject
to the rights of the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating
Advisor (to the extent set forth in Section 3.29(f)), the Master Servicer (if such Serviced Outside Controlled Mortgage
Loan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special
Servicer (if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled
Mortgage Loan is a Performing Serviced Loan and the matter involves a Major


 






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Decision
or Special Servicer Decision) shall be entitled to exercise the rights and powers granted under the related Co-Lender Agreement
to the “Non-Controlling Note Holder” (as such term or any analogous term is defined in the related Co-Lender Agreement).


 


(f)          Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance
on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Loan Combination is
no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to
make any Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not
intend to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the related
Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related
Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder
of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally,
at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master Servicer shall
deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced Companion
Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) copies of all
financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a
copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills
for the current calendar year and the prior calendar year.


 


(g)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced Mortgage Loans
are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the related Outside
Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement. The parties
further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion Loan
Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of
collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender Agreement. The Master
Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the
rights by the Trustee (as holder of the Outside Serviced Mortgage Loans) under each related Co-Lender Agreement and each applicable
Outside Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the
Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion
Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to, delivering appropriate
requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage Files to the related Outside
Servicer or related Outside Special Servicer under the applicable Outside Servicing Agreement.


 






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To the extent that the Trust,
as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled to (i) consent to or approve
any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any consultation rights with respect
to “Major Decisions” or “Material Actions” (as such term or any analogous term is defined in the applicable
Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO Property or any consultation
rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous term is defined
in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by the appropriate
party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights)
shall actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take
such actions as are reasonably necessary to allow the following party or parties to exercise such consent, approval or consultation
rights: (a) the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage Loan
is an Excluded Mortgage Loan) or the Special Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) shall exercise any such consent or approval rights, in each case in accordance with Section
3.01(i); and (b) the Controlling Class Representative (unless a Consultation Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) or the Special Servicer (if a Consultation Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consultation rights entitled to be exercised by the
holder of such Outside Serviced Mortgage Loan in accordance with Section 3.01(i). The Master Servicer shall only be obligated
to forward any requests received from the Outside Servicer or the Outside Special Servicer, as applicable, for such consent and/or
consultation to the Special Servicer (who shall forward any such request to the Controlling Class Representative except if a Control
Termination Event or Consultation Termination Event, as applicable, has occurred and is continuing or if such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan), and the Master Servicer shall have no right or obligation to exercise any such consent
or consultation rights.


 


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing
and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the Special Servicer (if a Control Termination
Event has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for the benefit
of the Certificateholders, will have the right (exercisable in its sole discretion), to the extent provided in the related Co-Lender
Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person or telephonically) annual meetings with the related
Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the related
Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Outside
Serviced Loan Combination.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation
or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable
Outside Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion
Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to


 






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provide information
to the Trustee or any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan
related to an Outside Serviced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside
Servicer or the related Outside Special Servicer, as applicable.


 


(h)      The
parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective
Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced
Mortgage Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer
and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable
Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the
related Outside Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement,
the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable provisions of the applicable
Outside Servicing Agreement as if such agreement was still in full force and effect with respect to the related Outside Serviced
Loan Combination, until such time as a new servicing agreement has been agreed to by the parties to the related Co-Lender Agreement
in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates
then outstanding and any other requirements applicable to the related Outside Serviced Mortgage Loan.


 


(i)       The
parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender
Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights and obligations
of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with respect to the
allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance with the
related Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that, pursuant
to the related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) are
to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable
Outside Servicing Agreement, and that payments allocated to each Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender Agreement are to be made by related
Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer
and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain duties as set forth herein and
shall constitute the “Master Servicer” and “Special Servicer” hereunder with respect to each such Outside
Serviced Mortgage Loan.


 


If there are at any time amounts
due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or the applicable
Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the applicable
Outside Servicing Agreement related to an Outside Serviced Mortgage


 






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Loan requests the Master Servicer, Special Servicer, Trustee,
Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or amendment of, or other
loan-level action related to, such Outside Serviced Mortgage Loan (except a modification, waiver or amendment of the applicable
Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the operation of this sentence but
shall instead be subject to the operation of the provisions below in this paragraph), the party hereto that receives such request
shall (but in the case of the Master Servicer subject to the limitation that it shall only be required to deliver any such request
to the Special Servicer) promptly deliver a copy of such request to the Controlling Class Representative (if no Control Termination
Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights) exists and such Outside
Serviced Mortgage Loan is not an Excluded Mortgage Loan) or to the Special Servicer (if a Control Termination Event (in the case
of consent rights) or Consultation Termination Event (in the case of consultation rights) exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan), as applicable, and (a) any such consent rights shall be exercised by the Controlling Class
Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan)
or by the Special Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage
Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative (unless a Consultation Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan); provided, that if such Outside
Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then
the Controlling Class Representative or the Special Servicer, as applicable, shall not exercise any such right of consent without
first having obtained (or having caused the related Outside Servicer or Outside Special Servicer to obtain) or received such Rating
Agency Confirmation (payable at the expense of the party making such request for consent or approval if such requesting party is
a Certificateholder or a party to this Agreement, and otherwise from the Collection Account). If a Responsible Officer of the Trustee,
Certificate Administrator or Custodian receives actual notice of a termination event under the applicable Outside Servicing Agreement,
then the Trustee, Certificate Administrator or Custodian, as applicable, shall notify the Master Servicer (in writing), and the
Master Servicer shall act in accordance with the instructions of (prior to the occurrence of a Control Termination Event) the Controlling
Class Representative in accordance with the applicable Outside Servicing Agreement with respect to such termination event (provided
that the Master Servicer shall only be required to comply with such instructions if such instructions are in accordance with the
applicable Outside Servicing Agreement and not inconsistent with this Agreement); provided that, if such instructions are
not provided within a reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded
under the applicable Outside Servicing Agreement) or if a Control Termination Event exists or if the Master Servicer is not permitted
by the applicable Outside Servicing Agreement to follow such instructions, then the Master Servicer shall take such action or inaction
(to the extent permitted by the applicable Outside Servicing Agreement), as directed in writing by the Holders of the Certificates
evidencing at least 25% of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer
by the Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded under
the applicable Outside Servicing Agreement. Subject to the foregoing, during the continuation of any termination event with respect
to the related Outside Servicer or Outside Special Servicer under the applicable Outside Servicing Agreement, each of the Trustee,


 






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the Certificate Administrator, the Master Servicer and the Special Servicer shall have the right (but not the obligation) to take
all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust
(including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim
and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, Special Servicer, the Certificate
Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer out of the Collection Account.
If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator receives such
request, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside Servicing Agreement
for consent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or the related
Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable
Outside Servicing Agreement in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement,
then the Trustee is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received
a prior Rating Agency Confirmation from each Rating Agency (payable at the expense of the party making such request for consent
or approval to the Trustee, if a Certificateholder or a party to this Agreement, and otherwise from the Collection Account) with
respect to such consent or approval, and (b) unless a Control Termination Event has occurred and is continuing or the related Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan, the Trustee shall have obtained the consent of the Controlling Class Representative.
The Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer (each, a “Notifying Party”)
shall each promptly forward all material notices or other communications delivered to it in connection with the applicable Outside
Servicing Agreement to each other Notifying Party (unless a Notifying Party has actual knowledge that such other Notifying Party
(i) was copied on such original notice or communication or (ii) actually received such notice or communication), the Operating
Advisor, the Controlling Class Representative (if a Consultation Termination Event does not exist) and the Depositor and, if such
notice or communication is in the nature of a notice or communication that would be required to be delivered to the Rule 17g-5
Information Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13)
if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and administered under this Agreement, to the
Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in
accordance with Section 12.13); provided that, notwithstanding the foregoing, the Special Servicer shall have no
obligation to forward any such notice or communication under this provision unless (A) the Special Servicer is the only addressee
of such notice or communication or (B) there is no addressee on such notice or communication. Any obligation of the Master Servicer
or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the Certificateholders with respect to any Outside Serviced Mortgage Loan shall be dependent on its receipt
of the corresponding information and collections from the related Outside Servicer or the related Outside Special Servicer. Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the
Master Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative, in each case as and when
applicable, to facilitate the exercise by such party of any consent, approval or consultation rights set forth in this Section
3.01 with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee, the Certificate Administrator,
the Master Servicer and the


 






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Special Servicer shall have no right or obligation to exercise any consent or consultation rights or
obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 


(j)       With
respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)       pursuant
to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is obligated
to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund Expenses”
(as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced
Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and the pro rata
share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances
of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing
Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional Trust
Fund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but only
to the extent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation,
any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term
or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and
in the event that the funds received with respect to the related Outside Serviced Loan Combination are insufficient to cover “Servicing
Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration of the related Outside
Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer, who
shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share (such pro
rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined
based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s))
of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement),
and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside Securitization
Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse
the


 






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related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or
“Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing
Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;


 


(ii)      With
respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization Trust
established under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect of
other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement)
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related
Outside Trustee, the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee or
agent of any of the foregoing, to the extent such parties are identified as “Indemnified Parties” in the related Outside
Servicing Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii) the related Outside Securitization
Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified
Parties”) shall be indemnified against any 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 such
Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred
in connection with the provision of services for such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement
(collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in the “Serviced Loan Combination
Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole Loan Custodial Account”
or “Loan Combination Custodial Account” (as each such term or any analogous term is defined in the applicable Outside
Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement that are allocated to the Outside
Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to be reimbursed
by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share of the insufficiency;


 


(iii)     To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement
for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with
those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and
any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take


 






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any action or omit to take any action in accordance with
the terms of any Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the case
may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)    each
Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating
Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)      To
the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register
for the related Mortgage Loan in accordance with such Loan Documents.


 


(l)       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 (for the purposes of this clause (l), “Applicable
Laws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to
provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation as
may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that the
Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.


 


Section 3.02 Liability
of the Master Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting as Sub-Servicer (or its
agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master
Servicer shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders and
any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) and the Serviced Companion Loan in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue
of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same
terms and conditions as if the Master Servicer alone was servicing and administering the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) and the Serviced Companion Loan. The Master Servicer shall be entitled to enter into an agreement with
any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or
modify this Agreement.


 


Section 3.03 Collection
of Certain Mortgage Loan Payments.


 


(a)      The
Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called
for under the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard
with respect to such collection procedures; provided that, with


 






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respect to any ARD Mortgage Loan, so long as the related
Mortgagor is in compliance with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall
not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other
than requests for collection, until the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such
ARD Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further,
that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce
the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan Documents. For clarification,
no obligation of the Master Servicer or the Special Servicer to use commercially reasonable efforts to collect fees from the related
Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or other proceeds in accordance
with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such Special Servicing Fees, Workout
Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing
Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect
income statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents). Consistent
with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially
Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment
with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or Serviced Companion Loan. In addition, the Master
Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans (other than the
Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted or required under Section 3.21 of this
Agreement.


 


(b)      If
the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess
Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that
the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master Servicer
shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of a clearly
labeled item in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The
preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.


 


(c)      With
respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the
related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside
Operating Advisor promptly following the Closing Date (and, in the case of each Servicing Shift Mortgage Loan, promptly upon the
related Servicing Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2, Exhibit FF-3, Exhibit
FF-4 or Exhibit FF-5 attached hereto, as applicable, stating that, as of the Closing Date (or the related Servicing
Shift Date, as applicable), the Trustee is the holder of such Outside Serviced Mortgage Loan and directing each such recipient
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made


 






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available to, the holder of such Outside Serviced Mortgage Loan under the related Co-Lender Agreement and the
applicable Outside Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder”
under the related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent
change in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note
Holder” under the related Co-Lender Agreement (together with the relevant contact information). The Master Servicer shall,
within one (1) Business Day of receipt of properly identified funds, deposit into the Collection Account all amounts received with
respect to each Outside Serviced Mortgage Loan, the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related
REO Property; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on
any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection
Account within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall deposit such amounts
into the Collection Account within two (2) Business Days of receipt of such amounts.


 


(d)     With
respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer any Monthly
Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance with the
terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide
notice of such failure to the related Outside Servicer and the related Outside Trustee.


 


Section 3.04 Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)      With
respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect to
each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or may
become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to
time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the payment
of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties
prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the
terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance
with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed to make
any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before
the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance
unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance.
Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect
(but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required
to make) a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to
a Mortgage Loan (other than an Outside Serviced Mortgage


 






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Loan) notwithstanding that the Master Servicer or the Special Servicer
has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment (x)
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
(y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the
payment is in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as a collective whole
as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))). If the Special
Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such payment from the
Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged
Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)      The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one
or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited
within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable
Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this
Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of
any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) in accordance with the
terms of the related Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall
be entitled, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee for the benefit of the registered Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2017-CD5, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be
made by the Master Servicer only:


 


(i)       to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of
the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)      to
transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination, as applicable,
which represent late collections of Escrow Payments thereunder;


 






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(iii)     for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Loan Combination, as applicable, and the Servicing Standard;


 


(iv)    to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)     to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Loan
Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related
Mortgagors pursuant to the related Loan Documents; and


 


(vi)    to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)      In
the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves
to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the
Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such
discretion.


 


(d)     Unless
required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows or
reserves established with respect to any Mortgage Loan as a prepayment of such Mortgage Loan if no event of default has occurred
under such Mortgage Loan.


 


(e)      To
the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced
Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination
may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection
other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made
to Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall
report the then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related
Mortgage Loan or Serviced Loan Combination as of the date required under the related Mortgage Loan or Serviced Loan Combination
and report any such failure to the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative within a reasonable time after the date as of which such
actions or remediations are required to be or to have been taken or completed.


 






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Section 3.05 Collection
Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account.


 


(a)       The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest)
will be assets of the Lower Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer to the Collection
Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i)
of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein
pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect
to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited in the Collection
Account, within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation Proceeds received
on or with respect to a Mortgage Loan related to a Serviced Loan Combination in connection with any of the events described in
clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and (y) without duplication,
the following payments and collections received or made by it on or with respect to the Mortgage Loans (other than any Mortgage
Loan related to a Serviced Loan Combination):


 


(i)       all
payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)      all
payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)     all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)    all
amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in
the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)     all
Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)    any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any
recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related
Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vii)   any
Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


 






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(viii)  any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or
Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;


 


provided, however,
that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are received
after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit
such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer
shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


 


The foregoing requirements for
deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of
the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts
that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the Special
Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master
Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special
Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received
the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant
to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges or Modification Fees
received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute servicing
compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer shall not deposit
such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv) of this Agreement.
In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account number
of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent
change thereof.


 


Upon receipt of any of the amounts
described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph with respect to a Mortgage
Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but in no event
later than one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer for deposit
into the Collection Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent
with the


 






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Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate
reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse
such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other than a Mortgage
Loan related to a Serviced Loan Combination) shall initially be deposited by the Special Servicer into the related REO Account
(or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter
remitted to the Master Servicer for deposit into the Collection Account, all in accordance with Section 3.16 of this Agreement.


 


(b)      The
Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution
Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders. Each
of the Distribution Accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts or as sub-accounts
of a single Eligible Account. With respect to each Distribution Date, on or before such Distribution Date, the Certificate Administrator
shall be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution Account, as set forth in Section
4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC Distribution Account and the Upper-Tier
REMIC Distribution Account, as set forth in Section 4.01 hereof, and shall cause the amount of Aggregate Available Funds
(including P&I Advances) and Yield Maintenance Charges to be distributed in respect of the Certificates, pursuant to Section
4.01 hereof on such date.


 


(c)      The
Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds
has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf
of the Trustee for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest
bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other series administered
by the Certificate Administrator and other accounts of the Certificate Administrator.


 


Upon the disposition of any REO
Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for deposit in the
Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution
Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses and VRR Realized Losses,
as determined by the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution
Date, in each case after application in accordance with the first two sentences of Section 4.01(e) of this Agreement, shall
be distributed to the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(d)     [RESERVED]


 






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(e)      Prior
to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess Interest
is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this
Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the
Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates. The Excess
Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account (or
as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection
Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


 


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(k) of this Agreement.


 


Following the distribution of
Excess Interest to the Holders of the Excess Interest Certificates on the first Distribution Date after which there are no longer
any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution Account.


 


(f)      Notwithstanding
anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts
of a single Eligible Account; provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals
under this Agreement.


 


(g)     If
any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain one or more
accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee for the benefit
of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value
Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit
in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall be accounted
for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC.
Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value
Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders (or, in the case of any income
earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation) as damages paid to and distributed
by the Trust REMICs on account of a breach of a representation or warranty by the related Mortgage Loan Seller and (ii) treat any
amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by
the Trust Fund 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 related account in the Loss of Value Reserve Fund for all federal income tax purposes,
and shall be taxable on all income earned thereon.


 






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(h)     For
the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, and the Upper-Tier REMIC Distribution Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC, each for
federal income tax purposes.


 


Section 3.05A. Loan
Combination Custodial Account.


 


(a)      The
Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate accounts,
which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination Custodial
Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited and held
in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Serviced
Companion Loan Holder, as their interests may appear; provided that a Loan Combination Custodial Account may be a sub-account
of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account for purposes
of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account or a subaccount
of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial Account,
within one Business Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer, when
otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or
with respect to the related Serviced Loan Combination:


 


(i)       all
payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)      all
payments on account of interest on the related Serviced Loan Combination;


 


(iii)     all
Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)     any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)     all
amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such Loan
Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related
REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)    all
Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination
(other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection


  






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with any of the events
described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);


 


(vii)   any
amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted
to be retained by the Master Servicer as provided herein; and


 


(viii)  any
other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by the
Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the related Loan Combination Custodial Account within one (1)
Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the related Loan Combination
Custodial Account within two (2) Business Days of receipt thereof.


 


(b)      The
foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation
or other Additional Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account by the Master
Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special
Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees, defeasance fees, review fees and/or other amounts that constitute other Additional Servicing Compensation or other Additional
Special Servicing Compensation received with respect to the Serviced Loan Combinations in accordance with Section 3.12 of
this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees,
Consent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled
pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer),
then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such
fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage
of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable.
The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special
Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial Account and
shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section
3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial Account, any provision
herein to the contrary notwithstanding. The


 






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Master Servicer shall give written notice to the Certificate Administrator, the related
Serviced Companion Loan Holders and the Special Servicer of the location and account number of each Loan Combination Custodial
Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder and the Special Servicer in
writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained as a segregated account (or
sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series
and the other accounts of the Master Servicer.


 


(c)      Upon
receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with respect to
a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit
such amounts to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section 3.05A(a),
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that
relates to a Serviced Loan Combination shall initially be deposited by the Special Servicer into the related REO Account (or, at
the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter
remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section
3.17 of this Agreement.


 


Section 3.06 Permitted
Withdrawals From the Collection Account.


 


(a)      The
Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with
the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)       to
remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account
the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e), 3.23, 4.01(a)(i)
and Section 4.06(a) of this Agreement, respectively;


 


(ii)      to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby with respect
to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts) and any related
Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of
any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant
to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders) of
the particular item which was


 






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the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds,
Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting
which such Advance was made, if applicable (provided that (x) prior to the time any Advance is reimbursed, Advance Interest
Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at
the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed
Advance shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and, to the extent
such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection Account),
(B) for Advances made thereby with respect to Mortgage Loans that are part of a Serviced Loan Combination and any related Advance
Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such
Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to
this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property
respecting which such Advance was made, which Net Liquidation Proceeds were received in connection with any of the events described
in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant
to Section 3.14 of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have
been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced
Loan Combination or REO Property after a Final Recovery Determination to the extent not recovered from the related Loan Combination
Custodial Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the
Mortgage Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient
and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to
Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed
Reimbursement Amounts and Advance Interest Amounts thereon, first, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second,
upon a determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement
Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with
respect to each Mortgage Loan or REO Property that relates to a Serviced Loan Combination, such Workout-Delayed Reimbursement Amounts
and Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if
not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)     to
pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this
Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage
Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately


 






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preceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest
Accrual Period or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received on the
related Mortgage Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement
any interest or investment income earned on funds deposited in the Collection Account and, in the case of the Special Servicing
Fee, from general collections; provided, however, that in the case of any Mortgage Loan or REO Mortgage Loan related
to a Serviced Loan Combination, (A) Servicing Fees may be paid out of the Collection Account pursuant to this clause (iii) only
from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan or REO Property, which Net Liquidation
Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation
Event” and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant
to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if
and to the extent that such Special Servicing Compensation has not been paid out of the related Loan Combination Custodial Account
pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)    in
accordance with Section 2.03 of this Agreement, to reimburse the Trustee or the Special Servicer, out of general collections
on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for any unreimbursed
expense reasonably incurred by the Trustee or the Special Servicer in connection with the enforcement of a Mortgage Loan Seller’s
obligations under Section 6(e) of the related Mortgage Loan Purchase Agreement, together with interest thereon at the Advance Rate
from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to the extent that such
expenses are not otherwise reimbursable;


 


(v)     to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund
with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e) of this Agreement
and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided
that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv)
of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed pursuant thereto, shall be paid
from the Collection Account as provided in this clause (v));


 


(vi)    to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance
Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan
has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation,
unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting
Fee is


 






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actually received from the related Mortgagor), any unpaid Asset Representations Reviewer Asset Review Fee (to the extent
such fee is payable by the Trust), unpaid CREFC® Intellectual Property Royalty License Fees and other unpaid items
incurred by or owing to such Person pursuant to Section 2.03(h)(vi), Section 2.03(j)(viii), the second sentence of
Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, Section 3.12(c), Section 3.16(a),
Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d),
Section 11.02(b) or Section 12.07 of this Agreement, or any other provision of this Agreement pursuant to which such
Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under
such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section, including
the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment
or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced Loan Combination, such expenses
shall first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Loan
Combination and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (vi),
and provided, further, that Special Servicing Compensation with respect to any Serviced Companion Loan (or a successor
REO Companion Loan) shall not be payable from the Collection Account pursuant to this clause (vi));


 


(vii)   to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)  to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 


(ix)     to
make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to the
Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 


(x)      to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)     to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent that the
Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above
for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination
that represents the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property
Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan),
the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially


 






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Serviced Loans)
shall use efforts consistent with the Servicing Standard to collect such amounts out of collections on such Serviced Companion
Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder)
and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount
No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall also
be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Outside Servicing
Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 


The Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Collection Account pursuant to subclauses (i)-(ix) of the third preceding paragraph.


 


The Master Servicer shall pay
to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection
Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the
Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which the Special Servicer
(or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and
maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan
basis.


 


With respect to each Outside
Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii), the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside
Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as
applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer, the related Outside
Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, on the first Business
Day following the immediately preceding Determination Date, describing the item and amount to which the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as


 






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 applicable,
is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein.


 


The Trustee, the Custodian, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®, the
Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income),
Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees,
Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the
related Mortgagor(s)), Asset Representations Reviewer Asset Review Fee (only to the extent such fee is payable by the Trust), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses
hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses
are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts
paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer,
as applicable).


 


(b)      The
Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received
by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein.
If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to
in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the
provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate
Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge, provide notice
of such failure to the Master Servicer by facsimile transmission sent to telecopy number (704) 715-0036 (or such alternative number
provided by the Master Servicer to the Certificate Administrator in writing) and by telephone at telephone number (800) 326-1334
(or such alternative number provided by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but
in any event before 5:00 p.m., New York City time, on such day; provided, however, that the Master Servicer will
pay the Certificate Administrator interest on such late payment at the Prime Rate until such late payment is received by the Certificate
Administrator.


 


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


 






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the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


 


(i)       to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related REO Property (together with
any related Advance Interest Amounts);


 


(ii)      to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute an Additional Trust Fund Expense, and to pay, in accordance with Section 3.06(a) of this Agreement, any
unpaid Liquidation Fee due and owing to the Special Servicer with respect to such Mortgage Loan or any related REO Property;


 


(iii)     to
offset any portion of Realized Losses and/or VRR Realized Losses that are attributable to such Mortgage Loan or related REO Property
(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 Mortgage Loan;


 


(iv)    following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related 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)
above 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 REO Mortgage Loan; and


 


(v)     on
the final Distribution Date after all distributions have been made as set forth in clauses (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 and/or VRR Realized
Losses that are attributable to such Mortgage Loan or related REO Property, Additional Trust Fund Expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


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


 






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Section 3.06A. Permitted
Withdrawals From the Loan Combination Custodial Account.


 


(a)      The
Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as described
below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty
Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)       (A)
after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in
each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO
Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to
transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust pursuant
to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any
applicable Trust Reimbursement Amount, and (B) on or prior to the related Serviced Loan Combination Remittance Date in each calendar
month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related
to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in
any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Loan Combination Custodial
Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related
Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount;


 


(ii)      to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced
Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced Companion
Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds,
Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan Combination
or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not
a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall
be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield
Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced
Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect
to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor any


 






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related Advance Interest Amounts
shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the
related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan),
except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of Advances or any related
Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to
the extent set forth in, and in accordance with, the related Co-Lender Agreement;


 


(iii)     to
pay on or before each Master Servicer Remittance Date (A) to the Master Servicer as compensation, the aggregate unpaid Servicing
Fee with respect to such Serviced Loan Combination (to the extent not otherwise required to be applied against Prepayment Interest
Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage
Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section
3.07(b) any interest or investment income earned on funds deposited in such Loan Combination Custodial Account and (B) to
the Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Loan Combination;
provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or
a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the
related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan)
(provided that, in the case of a Serviced AB Loan Combination, such payments shall be made taking into account the subordinate
nature of the related Subordinate Companion Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement),
and no Servicing Fees or Special Servicing Compensation earned with respect to the related Serviced Companion Loan (or any successor
REO Companion Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with
respect to the related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is
in no way intended to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek
payment of any unpaid Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced Companion
Loan from the related Serviced Companion Loan Holder);


 


(iv)    to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)     to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid
Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of
Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a), Section 6.03, Section 7.04,
the last


 






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sentence of Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 12.07, or any other
provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each
case only to the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan Combination and
not related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund
or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged that this
clause (v) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth
the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however, that no
payment or reimbursement to the Operating Advisor, the Trustee or the Certificate Administrator or payment or reimbursement of
costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction
of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan
(or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments or reimbursements
shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to the extent set forth in,
and in accordance with, the related Co-Lender Agreement), and no payment or reimbursement of costs and expenses associated with
obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise
payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage Loan);


 


(vi)    to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial
Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)   to
withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)  if
the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)     to
clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the purpose
of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) - (ix) above. If and to the
extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior
paragraph above for any


 






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cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced
Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that the
Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, or
Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion
Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall use efforts
consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections on such
Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion
Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement
Amount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”)
collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall pay
to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt
of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the
Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor, the
Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from
funds on deposit in a Loan Combination Custodial Account.


 






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After the Determination Date,
and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also
on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable
Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in any calendar
month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall
remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable to the Trust
pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including
any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination Remittance Date in each calendar
month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related
to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion Loan Holder all amounts on deposit
in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement
Amount, in each case, prior to the required remittance from the Collection Account to the Certificate Administrator for deposit
into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date.


 


(b)     Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from
the related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business
Day of receipt of properly identified funds, any amounts that represent late collections received by the Master Servicer from the
related Mortgagor that are allocable to such Serviced Companion Loan or any successor REO Loan with respect thereto or reimbursable
to the related Other Servicer or the related Other Trustee; provided, however, that to the extent any such amounts
are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to remit such amounts to the related Serviced Companion Loan Holder within one (1) Business Day of receipt of properly identified
funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified
funds.


 


(c)      Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from
the related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business
Day of receipt of properly identified funds, any amounts that represent Principal Prepayments received by the Master Servicer from
the related Mortgagor that are allocable to such Serviced Companion Loan or any successor REO Loan with respect thereto (exclusive
of any portion of such amount paid or reimbursed to any third party in accordance with the related Co-Lender Agreement or this
Agreement), unless such amount would otherwise be included in the monthly remittance to the related Serviced Companion Loan Holder
for such month pursuant to Section 3.06A(a); provided, however, that to the extent any such amounts are received
after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit
such amounts to the related Serviced Companion Loan Holder within


 






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one (1) Business Day of receipt of properly identified funds
but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified
funds.


 


Section 3.07 Investment
of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)      The
Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any depository
institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject to the second
succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan Combination Custodial
Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this Section 3.07, an
“Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that
bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the
date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by
the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall be in writing and shall certify
that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on
demand. In the case of any Escrow Account or Lock-Box Account (the “Mortgagor Accounts”), the Master Servicer
shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is required to do so under
the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related documents, provided that in the absence
of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of this Section 3.07,
the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in Permitted
Investments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an
Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each case for the benefit of the Certificateholders).
The Trustee (for the benefit of the Certificateholders) shall have sole control (except with respect to investment direction, which
shall be in the control of the Master Servicer (with respect to the Collection Account, any Loan Combination Custodial Account
or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts and any Loss of Value Reserve Fund), as applicable,
as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any
such investment shall be delivered directly to the Trustee or its nominee (which shall initially be the Master Servicer or the
Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment
to the Trustee or its nominee (for the benefit of the Certificateholders). Neither the Trustee nor the Certificate Administrator
shall have any responsibility or liability with respect to the investment directions of the Master Servicer or the Special Servicer,
any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer
shall have no responsibility or liability with respect to the investment direction of the Special Servicer, any Mortgagor or Manager
or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility
or liability with respect to the investment direction of the Master Servicer, any Mortgagor or any property manager or any losses
resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer in the case
of REO


 






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Accounts and any Loss of Value Reserve Fund), shall: (x) 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 (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (y) demand payment
of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer in the case of REO Accounts
and any Loss of Value Reserve Fund) that such Permitted Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in the related Investment Account. Amounts on deposit in the Distribution Account, the Excess Interest Distribution
Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (each, a “Certificate Administrator
Account”) shall remain uninvested.


 


(b)      All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage
Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account and
any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account,
a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer,
as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable. The Master
Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer) shall deposit from its own
funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately
upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising
its power under the related Loan Documents to direct such investment in such Mortgagor Account); provided, however,
that the Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any
investment income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds
in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts
are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Loan Combination) or applicable
law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their respective capacities as Master
Servicer and Special Servicer, respectively) 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 is not the Person or an Affiliate
of the Person maintaining such account hereunder and satisfied the qualifications set forth in the definition of Eligible Account
both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the insolvency.


 


(c)      Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request
of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In
the event the Trustee takes


 






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any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does
not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08 Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)      The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause
the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage Loan)
and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available
at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage
on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then
“full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without
deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced
Companion Loan or such greater amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance
provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a
“replacement cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended
period endorsement as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance
as is required in the related Mortgage Loan and the related Serviced Companion Loan. Subject to Section 3.16 of this Agreement,
the Special Servicer in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property
(other than an REO Property related to an Outside Serviced Mortgage Loan) no less insurance coverage than was previously required
of the Mortgagor under the related Loan Documents (except to the extent that the failure to maintain such insurance coverage is
an Acceptable Insurance Default); provided that to the extent the Loan Documents require the related Mortgagor to maintain
insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”, the Master Servicer
may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing
Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents
so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified
Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and
if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering
such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any
such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts
to be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection
Account pursuant to Section 3.05 of this Agreement or the Loan Combination


 






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Custodial Account pursuant to Section 3.05A
of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section 3.06
or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any
such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed
that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions set forth below
is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Loan
Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional
insurance. If the related Mortgaged Property (other than an REO Property and other than with respect to an Outside Serviced Mortgage
Loan) is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the
Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Serviced Loan, and if the related
Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances)
and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan and the related Serviced Companion Loan and (ii) the maximum amount of such insurance
required by the terms of the related Mortgage Loan or Serviced Loan Combination and as is available for the related property under
the national flood insurance program (assuming that the area in which such property is located is participating in such program).
If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake insurance is required
to be maintained pursuant to the terms of the Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use efforts
consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain
will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance
continues to be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount
required by the Mortgage Loan or Serviced Loan Combination or, if not specified, in-place at origination. If an REO Property (other
than an REO Property related to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard
area or (ii) is related to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the
Servicing Standard and such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject
to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance
in respect thereof providing the same coverage as described in this Section 3.08(a). Out-of-pocket expenses incurred by
the Master Servicer or Special Servicer in maintaining insurance policies pursuant to this Section 3.08 shall be advanced
by the Master Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate.
The Master Servicer (or the Special Servicer, with respect to REO Properties) agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders and the Serviced Companion Loan Holders, claims under each related insurance policy maintained
by it pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such
reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained
by the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on
behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from a Qualified
Insurer, and if not available from a Qualified Insurer, from an insurance provider


 






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that is rated the next highest available rating
who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall not
be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer shall
not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such insurance
is required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided,
however, that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake
or environmental insurance policy required under the related Loan Documents if the originator of the Serviced Mortgage Loan or
Serviced Loan Combination waived compliance with such insurance requirements (and if the applicable Master Servicer does not cause
the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy on any Mortgaged Property,
the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or environmental
insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available
at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor to
maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard
to cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably require,
subject to applicable law, under the related Loan Documents; and (C) in making determinations as to the availability of insurance
at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall, to the extent
consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance consultants in making such determination
and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made more frequently than
annually but in any event shall be made at the approximate date on which the Master Servicer or the Special Servicer, as applicable,
receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


(b)     (i)
If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard
losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside
Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or,
if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents to
maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer” that maintains
insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the Special Servicer
obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of


 






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the REO Properties (other than
REO Properties acquired in respect of the Outside Serviced Mortgage Loan), as required under this Agreement, as the case may be,
then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective
obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement. Any such blanket
insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained
on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a) of this Agreement,
and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount
not otherwise payable under the blanket policy because of such deductible clause to the extent that any such deductible exceeds
the deductible limitation that pertained to the related Mortgage Loan or Serviced Loan Combination or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its activities
as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and the Special Servicer, respectively,
agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any related Serviced Companion Loan Holder,
claims under any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and to
take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)      If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures
an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect
of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued by
a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as
the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to Section
3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer,
as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which
would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable,
related Loan Combination Custodial Account from its own funds the amount not otherwise payable under such policy because of such
deductible to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan
and/or related Serviced Companion Loan(s) related thereto, or, in the absence of any such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard.


 


(iii)     In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged


 






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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 as a Property Advance. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master
Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)      The
Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance
coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent
with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned
by fraud, theft or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer, as
the case may be. The Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if one
of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Master Servicer or the Special Servicer, as applicable. In addition, the Master Servicer and the Special Servicer
shall each keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors
and omissions of its officers and employees in connection with its obligations to service the Mortgage Loans and any Serviced Companion
Loans hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent with the Servicing
Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt rating or deposit account rating of the Master
Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is not in any event less than “A3”
as rated by Moody’s and “A-” as rated by Fitch, the Master Servicer or the Special Servicer, as applicable, may
self-insure for the fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each
and every Sub-Servicer it has engaged to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan
or Serviced Loan Combination on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which
satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained by the Master Servicer to comply
with the foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 3.08(c)
shall be issued by a Qualified Insurer.


 


(d)     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 3.09 Enforcement
of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)      Upon
receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision under the Loan Documents
of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the preparation of written
materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether to waive any
right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of
such Serviced Loan. If the


 






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Master Servicer receives any such request with respect to Performing Serviced Loans, the Master Servicer
shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect to any Performing
Serviced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall process and
analyze any such request, including the preparation of written materials in connection with such analysis, in accordance with the
Servicing Standard, and provide its written recommendation and analysis to the Special Servicer as to whether or not to waive any
right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of
such Serviced Loan (with any such recommended course of action to be subject to the Special Servicer’s consent).


 


Both the Master Servicer and
the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner consistent
with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged
Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt of a request
for a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent that it
is processing such request pursuant to the first paragraph of this Section 3.09(a), with the written consent of the Special
Servicer, which consent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced Loan Combination,
such longer period as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period
set forth in such Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative)
after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master
Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may
reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format
reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined,
consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with
the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required
pursuant to this Section 3.09(a)) or the Special Servicer, as applicable, has made any determination to grant a waiver in
respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special Servicer, as applicable, shall: (1)
deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s
Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no
such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is
granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents
and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto; and
(2) close the related transaction, subject to the consent of the Special Servicer obtained as described above (if the Master Servicer
is processing such request), any applicable consultation rights of any Risk Retention Consultation Party (to the extent such Risk
Retention Consultation Party has consultation rights pursuant to Section 6.09), any applicable consultation rights of the
Operating Advisor (to the extent the Operating Advisor has consultation rights pursuant to Section 3.29 or


 






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Section 6.09)
and the consultation and/or consent rights (if any) of the related Directing Holder or the consultation rights of any related Serviced
Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a), and
as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21,
3.24, 3.25 and Section 3.28; provided, however, that neither the Master Servicer nor the Special Servicer
shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust
REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to
qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that
any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of
the related Mortgage.


 


With respect to all Serviced
Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the
Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an action,
obtain the written consent of the related Outside Controlling Note Holder (to the extent set forth in the related Co-Lender Agreement
if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s)
(exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, which
consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by such related Directing Holder
of the Major Decision Reporting Package for such action, which recommendation and information may be delivered in an electronic
format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In
addition, neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any
“due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall have received a prior written
Rating Agency Confirmation with respect to such action, or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage
Loan related to a Serviced Loan Combination) (A) represents less than 2% of the aggregate principal balance of all of the Mortgage
Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal
to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than
1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan, any related
Serviced Companion Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is not one of the 10
largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal
balance or (3) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) has
a principal balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision contained
in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver or
grant of consent under any “due-on-encumbrance” provision if the related Serviced Mortgage Loan satisfies the conditions
set forth in clause (2) or clause (3) above of this sentence. Further, neither the Master Servicer nor the Special Servicer may
waive the rights of the lender or grant its consent under any “due-on-sale” provision unless (1) the Master Servicer
or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section
3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to such action, or (2) the


 






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related Serviced
Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal
balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and
(C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage
Pool based on principal balance or (3) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced
Loan Combination) has a principal balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding
any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection
with such waiver or grant of consent under any “due-on-sale” provision if the related Serviced Mortgage Loan satisfies
the conditions set forth in clause (2) or clause (3) above of this sentence. For the purposes of this Agreement, due-on-sale provisions
shall include, without limitation, sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge
or hypothecation of direct or indirect interests in any Mortgagor or its owner, in each case to the extent not permitted under
the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing
of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, in each
case to the extent not permitted under the related Loan Documents.


 


The Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating
Advisor, each Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule
17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption
or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement,
and shall also deliver to the Certificate Administrator or the Custodian an original of the recorded agreement relating to such
assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special
Servicer, as applicable.


 


In connection with any request
for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this
Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information
Provider’s Website in accordance with Section 12.13 of this Agreement.


 


Further, subject to the terms
of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case, if
it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all costs
in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, to be paid by
the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency
charges in connection with the


 






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foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust
Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


 To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such
fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.


 


(b)     Nothing
in this Section 3.09 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 lien
or other encumbrance with respect to such Mortgaged Property.


 


(c)      In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant
to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or Serviced
Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)     With
respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through defeasance,
and to the extent consistent with the terms of the related Loan Documents:


 


(i)       (i)      Subject
to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24 and 6.09
with respect to Major Decisions and Special Servicer Decisions, the Master Servicer shall process all defeasances of Serviced Mortgage
Loans and Serviced Loan Combinations in accordance with the terms of the related Loan Documents, and shall be entitled to any defeasance
fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance to which the Special Servicer is entitled under
this Agreement).


 


(ii)       In
the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee purchase
the required “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation
Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with
the related Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan
or Serviced Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer,
hold the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion Loan Holder; provided that,
subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect
defeasance until acceptable “government securities” within the meaning of


 






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Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in
each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating
Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q to this Agreement
(each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the “Retained
Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator has transferred to
a third party or has retained the right to establish or designate the successor borrower and/or to purchase or cause to be purchased
the related defeasance collateral (“Retained Defeasance Rights and Obligations”). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations
in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written
notice of such defeasance request to the related Mortgage Loan Seller or to the related Mortgage Loan Seller’s assignee.
Until such time as GACC provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations as to which GACC is the related Mortgage Loan Seller shall be delivered to German American Capital Corporation,
60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com.


 


(iii)     The
Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit
and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form
and substance acceptable to the Master Servicer.


 


(iv)    The
Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent
certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply
with the requirements of the related Loan Agreement or Mortgage.


 


(v)     To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through
defeasance, the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that
the Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that
the Master Servicer has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit
DD to this Agreement for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest
Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to


 






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or less than
$35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)     If
the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vii)   To
the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event
that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(viii)  In
no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(ix)     The
Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master
Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of either
Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (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”
as set forth in Section 860G(c) of the Code).


 


(e)      Notwithstanding
any other provision of this Agreement, without any other approval or consent, the Master Servicer (for Performing Serviced Loans)
or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent to subject
the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public
improvements or another purpose (and may consent to subordination of the related Serviced Loan to such easement, right of way or
similar agreement); provided that in each case, the Master Servicer or Special Servicer, as applicable, (i) shall have determined
in accordance with the Servicing Standard that such easement, right of way or similar


 






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agreement will not materially and adversely
affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (ii)
shall have determined that such easement, right of way or similar agreement will not cause either Trust REMIC to fail to qualify
as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion
of Counsel in making any such determination under clause (ii) above.


 


Section 3.10    Appraisal
Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)      Promptly
upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable
efforts to obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced by, and reimbursable
to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special
Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal
which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously
obtained Appraisal is materially inaccurate. With respect to any Serviced Loan for which an Appraisal Reduction Event has occurred
and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order
to determine the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be delivered by the Special Servicer,
upon request, to each related Serviced Companion Loan Holder.


 


As of the first Determination
Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special
Servicer with respect to such Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably
required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof using reasonable efforts
to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written request. Upon obtaining
actual knowledge or receipt of notice by the Special Servicer that an Outside Serviced Mortgage Loan has become an AB Modified
Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer, Outside Special Servicer and Outside Trustee
the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the
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 Special Servicer of the appraisal and any other information set forth
in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive (and does receive within a reasonable
period of time) and reasonably believes is necessary to perform such calculation, calculate whether a Collateral Deficiency Amount
exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Special Servicer from
the Outside Servicer, Outside Special Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount


 






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determination. In connection with its calculation of
a Collateral Deficiency Amount with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan, the Special
Servicer shall be entitled to conclusively rely on any appraisal or other information received from the related Outside Servicer,
Outside Special Servicer or Outside Trustee. The Special Servicer shall notify the Master Servicer and the Certificate Administrator
of any Collateral Deficiency Amount calculated by the Special Servicer with respect to an Outside Serviced Mortgage Loan that has
become an AB Modified Loan. The Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on any
Collateral Deficiency Amounts calculated by the Special Servicer with respect to an Outside Serviced Mortgage Loan. Upon any other
party to this Agreement obtaining knowledge or receipt of notice that an Outside Serviced Mortgage Loan has become an AB Modified
Loan, such party shall promptly notify the Special Servicer thereof. None of the Trustee, the Certificate Administrator or the
Master Servicer shall calculate or verify any Collateral Deficiency Amount.


 


The Certificate Balance of each
Class of applicable Principal Balance Certificates shall be notionally reduced (solely for purposes of determining the identity
of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event, and, to the
extent expressly set forth herein, for purposes of allocating and/or exercising Voting Rights in connection with certain circumstances
involving the termination of certain parties hereto) as of any date of determination to the extent of the Appraisal Reduction Amount(s)
allocated to such Class on the preceding Distribution Date. An amount equal to the Vertically Retained Percentage of the aggregate
Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce (to not less than zero) the Certificate
Balance of the VRR Interest. The Non-Vertically Retained Percentage of the aggregate Appraisal Reduction Amount for any Distribution
Date shall be applied to notionally reduce the Certificate Balances of the following Classes of Certificates in the following order
of priority: 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 to the (i) Class A-1 Certificates,
(ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, and (v) Class A-AB Certificates, based
on their respective Certificate Balances (provided in each case that no Certificate Balance in respect of any such Class may be
notionally reduced below zero). In addition, as of any date of determination for purposes of determining the Controlling Class
or the occurrence of a Control Termination Event, and after taking into account the allocations contemplated by the prior sentence,
the Non-Vertically Retained Percentage of Collateral Deficiency Amounts shall be applied to notionally reduce the Certificate Balances
of each Class of the Control Eligible of Certificates in the following order of priority (in each case after taking into account
any Appraisal Reduction Amounts allocated thereto): first, to the Class G Certificates; and second, to the Class
F Certificates (provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced below
zero). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination
Event, any Class of Control Eligible Certificates shall be allocated the Non-Vertically Retained Percentage of 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 the preceding two sentences.


 






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With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent expressly set forth
herein, for the purposes of allocating and/or exercising Voting Rights in connection with certain circumstances involving the termination
of certain parties hereto, and with respect to any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes
of determining the Controlling Class or the occurrence of a Control Termination Event, the appraised value of the related Mortgaged
Property shall be determined on an “as-is” basis.


 


The Special Servicer shall promptly
notify the Certificate Administrator and the Master Servicer of the determination of (i) any Appraisal Reduction Amount, (ii) any
Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount by providing such information in the
CREFC® Appraisal Reduction Template, and the Certificate Administrator shall promptly post notice of the
determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount,
as applicable, on the Certificate Administrator’s website.


 


Any Appraisal Reduction Amounts
with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion Loan (up
to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu
Companion Loan(s), on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.


 


The Holders of Certificates representing
the majority of the Certificate Balance of the most senior Class of Control Eligible Certificates whose Certificate Balance is
notionally reduced to less than 25% of the initial Certificate Balance of that Class as a result of an allocation of an Appraisal
Reduction Amount or Collateral Deficiency Amount in respect of such Class (such Class, an “Appraised-Out Class”)
shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination or Collateral Deficiency
Amount determination and, at their sole expense, obtain a second Appraisal of any Serviced 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 Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an Appraiser, and the Appraisal
must be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide
the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination
or Collateral Deficiency Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the
determination of such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.


 


An Appraised-Out Class shall
be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of
the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, unless the Requesting Holders
provide written notice of their intent to challenge such Appraisal Reduction Amount or Collateral Deficiency Amount to the Special
Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting
Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling
Class until the earliest of (i) 120 days following the related Appraisal


 






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Reduction Event or receipt of written notice of a Collateral
Deficiency Amount, as applicable, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the
determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling
Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise
the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates
immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out
Class as the Controlling Class.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate Balance of any Appraised-Out Class shall have the right,
at their sole expense, to require the Special Servicer to order an additional Appraisal of any Serviced Loan for which an Appraisal
Reduction Event has occurred or as to which a Collateral Deficiency Amount exists if an event has occurred at or with regard to
the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the Special
Servicer shall use its reasonable efforts, in accordance with the Servicing Standard, to obtain such Appraisal within 30 days from
receipt of such Holders’ written request and shall use its reasonable efforts, in accordance with the Servicing Standard,
to obtain an Appraisal that is prepared on an “as-is” basis by an Appraiser; provided that the Special Servicer
shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that
no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material
effect on such appraised value of the related Mortgaged Property or Mortgaged Properties.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, the Special Servicer shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount or Collateral
Deficiency Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s
Website.


 


Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)       In
connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with
Section 3.20 of this Agreement shall pay


 






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the out-of-pocket costs and expenses in any such proceedings as a Property Advance
unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the
state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against
the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency
judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment
and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator,
any related Outside Controlling Note Holder, the Operating Advisor, each Risk Retention Consultation Party (other than with respect
to any related Excluded RRCP Mortgage Loan) and (prior to the occurrence and continuance of a Consultation Termination Event) the
Controlling Class Representative.


 


In the event that title to any
Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure
or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its nominee
(which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed
by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests
and on behalf of the holders of the Certificates and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding
any such acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall
(except for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time as
the related REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.


 


(c)       Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant
to this Section 3.10 unless either:


 


(i)        such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code
Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)       the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 






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(d)       Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust
Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership or membership
interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause
the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for
federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at
any time that any Certificate is outstanding.


 


(e)       Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if applicable,
the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed-in-lieu
of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any Mortgagor pledged
pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession
of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee,
the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable, the related Serviced Companion Loan
Holders, would be considered to hold title to, or be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person
who regularly conducts environmental audits, 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 Trust Fund and any related Serviced Companion Loan Holder (as a collective
whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; 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 Trust Fund and
any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of any related Subordinate Companion Loan)) to take such actions with respect to the affected Mortgaged Property
as could be required by such law or regulation.


 






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In the event that the environmental
assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may
not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish
such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly
conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and any related Serviced
Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the Special Servicer for
purposes of this Section 3.10.


 


In the event that the Special
Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder,
the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related
Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)        The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the
determination that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers
of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with
the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date
with respect to any Mortgage Loan (including that the environmental assessment identify any potential pollution conditions (as
defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance
the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance with the Servicing
Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and
paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances
(with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06 of this
Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided
to the Holder of any Principal Balance Certificates and any related Serviced Companion Loan Holder upon written request to the
Special Servicer.


 


(g)       If
the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance
with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion
Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer
determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous
Materials are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in
the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan),
to take such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged


 






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Property
as is required by law or regulation, then the Special Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced
Companion Loan Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of any related Subordinate Companion Loan). The Master Servicer shall pay the cost of any such compliance, containment,
clean-up or remediation from the Collection Account.


 


(h)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report
to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall
report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer
by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate
Administrator and, if affected, to any related Serviced Companion Loan Holder.


 


Section 3.11 Trustee, Certificate
Administrator and Custodian to Cooperate; Release of Mortgage Files.


 


Upon the payment in full of any
Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that
payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately
notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder
by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05
of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust
Fund.


 


From time to time upon request
of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Certificate Administrator
(or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for
Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event
of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and
the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination
was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property,
the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 


Within three (3) Business Days,
after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any
court pleadings, requests


 






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for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, 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 Loan or Serviced Loan Combination, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement 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 or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time, pursuant
to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage
Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the
related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note
for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached
hereto to the Custodian and the Custodian shall release (or cause the release of) such original Note to the requesting party or
its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the
preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside
Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian
on behalf of and for the benefit of the Trustee.


 


Section 3.12     Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)       As
compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including
each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced
Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is included
as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts
on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the related Loan Combination
Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or Section 3.06A of this
Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation (the
following items, collectively, “Additional Servicing Compensation”), (i) 100% of any Excess Modification Fees
with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Master Servicer
pursuant to Section 3.24 of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess
Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by
the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects to handle any
related processing), (iii) 100% of any defeasance fee received in connection with a defeasance of a Serviced Loan as contemplated
under Section 3.09 of this Agreement (provided that for the avoidance of doubt, any such defeasance fee shall not include
the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to


 






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which the Special
Servicer is entitled under this Agreement), (iv) 100% of any Assumption Fees with respect to a Performing Serviced Loan involving
a transaction described in the definition of “Assumption Fees” consented to by the Master Servicer that did not require
the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving a transaction
described in the definition of “Assumption Fees” consented to by the Special Servicer (whether or not the Special Servicer
elects to handle any related processing), (vi) the aggregate Prepayment Interest Excess (exclusive of any portion thereof attributable
to an Outside Serviced Mortgage Loan), but only to the extent such amount is not required to be included in any Compensating Interest
Payment, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant to
Section 3.05 of this Agreement, (vii) 100% of Ancillary Fees (other than fees for insufficient or returned checks) actually
received from Mortgagors in the case of items prepared by the Master Servicer or with respect to the accounts held by the Master
Servicer pursuant to this Agreement or the related Loan Documents, including the Collection Account or any related subaccount,
any Escrow Account or related subaccount, any Loan Combination Custodial Account or related subaccount, any Lock-Box Account or
related subaccount or any reserve account or related subaccount, (viii) 100% of assumption application fees actually received from
Mortgagors on Performing Serviced Loans (if the related assumption was processed by the Master Servicer), (ix) 100% of Consent
Fees with respect to a Performing Serviced Loan that did not require the approval of, or processing by, the Special Servicer, (x)
50% of any Consent Fees with respect to a Performing Serviced Loan consented to by the Special Servicer (regardless of whether
the Master Servicer or the Special Servicer processes the related servicing matter), (xi) 100% of Excess Penalty Charges paid by
the Mortgagors with respect to any Serviced Loan other than Excess Penalty Charges accrued during the period such Serviced Loan
is a Specially Serviced Loan (provided that for the avoidance of doubt, the Master Servicer shall be entitled to any collections
of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Performing Serviced Loan even if
collected when the Serviced Loan is a Specially Serviced Loan), and (xii) 100% of fees for insufficient or returned checks actually
received from Mortgagors on all Serviced Loans; provided, however, that the Master Servicer shall not be entitled
to apply or retain any amounts described in clauses (i) through (v) above as additional compensation with respect to a specific
Mortgage Loan or Serviced Loan Combination, as applicable, with respect to which a default or event of default thereunder has occurred
and is continuing unless and until such default or event of default has been cured (or has been waived in accordance with the terms
of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts and Additional
Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage
Loan or Serviced Loan Combination, as applicable, and (y) in the case of expense items, that arose within the last 12 months, have
been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii),
Section 3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination Custodial Accounts
and to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced
Loan Combination or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on
funds in the Collection Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent with the related
Loan Documents), shall be paid to the Master Servicer as additional servicing compensation and interest or other income earned
on funds in any REO Account shall be payable to the Special Servicer. In addition, the Master Servicer shall be entitled to charge
and retain reasonable review fees in connection with any Mortgagor request with


 






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respect to any Performing Serviced Loan, to the
extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii)
actually paid by or on behalf of the related Mortgagor. The Special Servicer shall not be permitted to waive any such review fee
without the Master Servicer’s consent.


 


For the avoidance of doubt, with
respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master
Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect
not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special
Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the
extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective
percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any
portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special
Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the
Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.
The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this
Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect
to any Specially Serviced Loan.


 


Wells Fargo Bank, National Association
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional
Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and
such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in
the form attached as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have delivered to Wells
Fargo Bank, National Association and the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this
Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act
or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge
or assignment of an Excess Servicing Fee Right without registration or qualification. Wells Fargo Bank, National Association and
each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing
Fee Right shall, and Wells Fargo Bank, National Association hereby agrees, and each such holder of an Excess Servicing Fee Right
by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess
Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the
Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Registrar and the Special Servicer


 






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against any liability that may result if such
transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities
laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose any
information received in connection with its acquisition and holding of such Excess Servicing Fee Right in any manner that could
result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration
of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer,
sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master Servicer shall pay, out of each
amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage Loan, as the case
may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day following
the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided by such
holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement
except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar,
the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian shall
have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing
Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will not
be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary,
in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including
an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced
Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any
related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended
to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees
with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(b)       As
compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage
Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the
Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate


 






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Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)       As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
(including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in
the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section
3.06(a) and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations
under this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation (the
following items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer
pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects to handle any related processing);
(ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement; (iii) 100% of any Assumption Fees
with respect to a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving
a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether or not
the Special Servicer elects to handle any related processing); (v) 100% of Ancillary Fees (other than fees for insufficient or
returned checks) actually received from Mortgagors in the case of items prepared by the Special Servicer or with respect to accounts
held by the Special Servicer pursuant to this Agreement or the related Loan Documents, including the Loss of Value Reserve Fund
and any REO Accounts; (vi) 100% of assumption application fees actually received from Mortgagors on (a) Specially Serviced Loans
and (b) Performing Serviced Loans if the related assumption was processed by the Special Servicer; (vii) 100% of Consent Fees with
respect to a Specially Serviced Loan; (viii) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to by
the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related servicing matter);
(ix) 100% of Excess Penalty Charges accrued with respect to any Serviced Loan during the period such Serviced Loan is a Specially
Serviced Loan and actually received from the Mortgagors (provided that for the avoidance of doubt, the Special Servicer
shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is
a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially Serviced Loan); and (x) any interest or other
income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund. In addition, the Special Servicer shall be entitled
to charge and retain reasonable review fees in connection with any Mortgagor request with respect to any Specially Serviced Loan
or with respect to any Performing Serviced Loan as to which the Mortgagor request relates to a Major Decision or a Special Servicer
Decision, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing
Standard and (iii) actually paid by or on behalf of the related Mortgagor. The Special Servicer shall not be entitled to any Special
Servicing Fees with respect to the Outside Serviced Mortgage


 






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Loans. The Master Servicer shall not be permitted to waive any such
review fee without the Special Servicer’s consent.


 


For the avoidance of doubt, with
respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master
Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect
not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special
Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the
extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective
percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any
portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special
Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the
Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.
The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this
Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect
to any Specially Serviced Loan.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer shall also
be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special Servicer shall
not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. 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. If the Special Servicer is terminated (other
than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans
or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or resignation, except the Workout
Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced
Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced Loan Combination that was, at
the time of that termination or resignation, a Specially Serviced Loan for which the resigning or terminated Special Servicer had
cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by
a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely
because the Mortgagor had not had sufficient time to make three consecutive full and timely Monthly Payments as described in clause
(w) of the definition of “Specially Serviced Loan” and which thereafter becomes a Corrected Loan as a result of the
Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w) of the definition of “Specially
Serviced Loan”, except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination
subsequently becomes a Specially Serviced Loan. In either case, the


 






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successor special servicer will not be entitled to any portion
of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Liquidation
Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior to the deposit
of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial Account, as applicable. However, no
Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan or in connection with, or out of, Liquidation
Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything
herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation Fee and a Workout Fee with respect
to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For purposes of the foregoing provisions
of this Section 3.12(c), a termination and removal of the Special Servicer under Section 6.08 of this Agreement shall
be deemed to constitute a termination without cause.


 


If at any time a Mortgage Loan
or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss
and VRR Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss and
VRR Realized Loss that would be incurred as a result of not collecting such amounts from the related Mortgagor.


 


The Special Servicer shall not
be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion Loan. In
addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything herein
to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect to the
related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related
Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related Serviced
Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to
the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless otherwise
provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such Companion Loan
(including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu
Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights of
the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect
to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)       The
Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust
Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses


 






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incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall
include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section
3.06(a)(vi) of this Agreement.


 


(e)       No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their
duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of
the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds
would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds
and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted
from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such
risk or liability.


 


If the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor, any
Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(f)        With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within two
Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received such
information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution Date,
an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall be due in any month
during which no Disclosable Special Servicer Fees were received.


 


(g)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form


 






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of commissions, brokerage fees or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion
Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Serviced 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 3.12; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an Outside
Servicer or Outside Special Servicer as expressly provided for under the applicable Outside Servicing Agreement with respect to
an Outside Serviced Mortgage Loan, or as master servicer or special servicer as expressly provided for under the applicable Other
Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan.


 


(h)       If
a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special
Servicer shall service and administer the related Loan Combination and any related REO Property in the same manner as any other
Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to the related
Loan Combination during the period for which it acts as Special Servicer of the related Loan Combination. With respect to a Servicing
Shift Mortgage Loan, prior to the related Servicing Shift Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related
Servicing Shift Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation with respect
to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related Outside Special
Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination as Special Servicer with
respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside Special Servicer
in connection with the servicing transition of such Servicing Shift Mortgage Loan on and after the related Servicing Shift Date.


 


Section
3.13      Compensating Interest Payments.  The Master Servicer shall deliver to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any
Compensating Interest Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer
Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an
Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of:


 


		(i)	the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal
Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced
Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari
Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related
Distribution Date; and



  



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		(ii)	the
                                         aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related
                                         Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion
                                         Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period,
                                         calculated at a rate of 0.00125% per annum, and (B) all Prepayment Interest Excesses
                                         received by the Master Servicer during such Collection Period with respect to the Mortgage
                                         Loans (and, so long as a Loan Combination is serviced under this Agreement, any related
                                         Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings
                                         on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders
                                         to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.



 


If
a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related
Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal
Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related
Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise
in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance with the Servicing
Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating
the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii)
of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described
in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.


 


Compensating
Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay
the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


 


Section
3.14     Application of Penalty Charges and Modification Fees.


 


(a)       On
or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges
and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan Combination)
and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received
by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Mortgage Loan (to the extent
allocable to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer
by the related Outside Servicer) during the related Collection Period, as follows:


 


(i)       first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing


 






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Fees,
Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect to such Mortgage Loan
or Serviced Loan Combination;


 


(ii)       second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination previously determined to
be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee, as applicable,
from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as
recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)       third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination Custodial Account (and
such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial Account as recoveries
of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)       fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer,
as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this
Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided
that, notwithstanding the foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes
and in the order set forth in the related Co-Lender Agreement.


 


(b)       In
connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which
each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional
Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer
a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding
(1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer,
as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees
and Assumption Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer
and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to
the contents of any such report and shall provide any supporting information with respect thereto that is reasonably requested
by the Special Servicer.


 


Section
3.15     Access to Certain Documentation. The Master Servicer and Special Servicer shall
provide to the Trustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence
and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the
Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any


 






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Certificateholder
or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC and
the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the
jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory
body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices
of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders
or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the
Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special
Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and the failure of
the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation
shall not constitute a breach of this Section 3.15.


 


In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced
Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan
Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion
Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information
or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders
or beneficial owners of Certificates access to the information described in the preceding paragraph, the Master Servicer and the
Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information
confidential.


 


In
addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer
and the Special Servicer may (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 the execution of
a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv)
withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the
disclosure of such items would constitute a waiver of the attorney-client privilege.


 


Each
of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer
available via telephone to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative
is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and any Risk
Retention Consultation Party (to the extent such Risk Retention Consultation


 






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Party
has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for
such duration as the Master Servicer or the Special Servicer, as applicable, on the one hand, and the Directing Holder (unless,
if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing),
the Operating Advisor and each Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party has consultation
rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and
servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special
Servicer, as applicable, is responsible. In any event, each of the Directing Holder, the Operating Advisor and the Risk Retention
Consultation Parties agree to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business
Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties
it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement
substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The
Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion,
make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans,
the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information,
for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


The
Special Servicer shall deliver (to the extent available to the Special Servicer) to the Operating Advisor such reports and other
information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders
generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under
this Agreement in electronic format.


 


The
Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of
performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or
entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect
to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor
Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section
3.16     Title and Management of REO Properties.


 


(a)       In
the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage Loan)
is acquired for the benefit of Certificateholders (or, with respect to a Serviced Loan Combination, for the benefit of the Certificateholders
and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and, if applicable, such
Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability
company established for that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy,
the deed or certificate of sale shall be taken in the name of a


 






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nominee
of the Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on behalf of the Trust
Fund and any related Serviced Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell any REO
Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC acquires ownership of
such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8),
unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO
Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator
and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the
holding by the Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the year in
which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as
defined in Code Section 860F) of either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the Code
at any time that any of the Lower-Tier Regular Interests, any of the Non-Vertically Retained Regular Certificates or the
Class VRR Upper-Tier Regular Interest is outstanding. If the Special Servicer is granted (or is not denied) the REO Extension
contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause
(ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is
permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer
in connection with its receiving 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 Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer,
on behalf of the Trust Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall
dispose of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking into account extensions)
by which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in
a manner provided under Section 3.17 of this Agreement and (ii) on the same terms and conditions as if it were the
owner of such REO Property. The Special Servicer shall manage, conserve, protect and operate each REO Property for the
Certificateholders and, if applicable, the related Serviced Companion Loan Holder, solely for the purpose of its
prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income
from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of either Trust
REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)       The
Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as
the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan)), and, in connection therewith, the Special Servicer shall only agree to the payment of
management fees


 






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that
are consistent with general market standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer
shall cause or permit to be earned with respect to such REO Property any “net income from foreclosure property,” within
the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has so
advised the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be
expected to result in a greater recovery on behalf of Certificateholders and, if applicable, the related Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s), constituted a single
lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate
Companion Loan)) than an alternative method of operation or rental of such REO Property that would not be subject to such a tax.
The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart
from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial
account (each, an “REO Account”), each of which shall be an Eligible Account and (subject to any changes in
the identities of the Special Servicer and/or the Trustee) shall be entitled “Rialto Capital Advisors, LLC, as Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of CD 2017-CD5 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5, [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED LOAN
COMBINATION: and the related Serviced Companion Loan Holder, as their interests may appear], REO Account.” The Special Servicer
shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to
the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited in
the REO Account, within one (1) Business Day after receipt, all revenues and proceeds received by it with respect to any REO Property,
and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for
other Property Protection Expenses with respect to such REO Property, including:


 


(i)       all
insurance premiums due and payable in respect of any REO Property;


 


(ii)       all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)       all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)       any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special
Servicer has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency
situation or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency
or the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such
shortfall unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable
Advance (in which case


 






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such
costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer
does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make such Advance unless
the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively,
on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, in determining
whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment. The Master Servicer
or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Advance Rate) made pursuant
to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable, Section 3.06A of this
Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for deposit into the Collection
Account, or, for a Serviced Loan Combination, the related Loan Combination Custodial Account, on a monthly basis prior to the
related Master Servicer Remittance Date the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance
Proceeds received or collected from each REO Property during the related Collection Period, except that in determining the amount
of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements
and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special Servicer shall not:


 


(i)       permit
the Trust Fund to enter into, renew or extend any New Lease, 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 repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within the meaning of
Code Section 856(e)(4)(B); or


 


(iv)     Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, any
related Serviced Companion Loan Holder, the Certificate Administrator and the Trustee (which opinion shall be an expense of the
Trust Fund and, if any related Serviced Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the
effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning
of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) at any
time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.


 


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund and payable out of REO


 






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Proceeds,
for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the
Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation
and management of any REO Property other than through an Independent Contractor shall not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an expense of the
Trust Fund), provided that:


 


(i)       the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)       any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 


(iii)       none
of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect to the operation
and management of any such REO Property; and


 


(iv)       the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(c)       When
and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)       Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside Serviced Mortgage
Loan.





 






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Section
3.17       Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)       The
parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced Mortgage
Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided
in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related
to a Serviced Loan Combination in accordance with and subject to the provisions of the related Co-Lender Agreement and Section
3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or subordinate mortgage loan,
in accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)       Promptly
upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard
that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any
related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced
Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to attempt to
sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf
of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as will be
reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person
that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder, each
Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan) and the Operating Advisor
of any offers received regarding the sale of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that is part of a Defaulted
Serviced Loan Combination is to be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional
requirements set forth in the related Co-Lender Agreement.


 


(c)       The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder (in the case of a Serviced Loan Combination), each Risk Retention Consultation Party (other than with respect to any related
Excluded RRCP Mortgage Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
and the Operating Advisor not less than five (5) Business Days’ prior written notice of its intention to sell any Defaulted
Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding anything
to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase,
or purchase any Defaulted Loan pursuant hereto.


 


(d)       Whether
any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement shall
be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if the
offeror is an Interested


 






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Person
(provided that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person
shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from
independent third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price
for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be deemed a fair price in all
cases, including with respect to any offer from an Interested Person. In all cases under this Agreement (except to the extent
the Trustee is not required to determine whether any cash offer constitutes a fair price for any Defaulted Loan pursuant to the
immediately preceding sentence), in determining whether any offer received from an Interested Person represents a fair price for
any Defaulted Loan, the Trustee shall (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 or investing in mortgage
loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for such Defaulted Loan; provided that the Trustee will not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will be covered
by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third party’s
determination. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for
any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the
period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. The appraiser conducting any new Appraisal for determining whether any offer from
a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser selected by the
Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property
Advance if no Interested Person is offering to purchase such Defaulted Loan.


 


(e)       Subject
to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m),
the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and
taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all
amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may
retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining
to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the
Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate
Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically
given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated
in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 






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(f)       Subject
to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of a Subordinate
Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan Combination (or
senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section, the Special Servicer shall continue
to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such
other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with
this Agreement and the Servicing Standard.


 


(g)      Any
sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted Loan
purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender Agreement
or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial Account,
as applicable, and the Trustee (or a Custodian on its behalf), upon receipt of an Officer’s Certificate from the Master
Servicer to the effect that such deposit has been made, shall release or cause to be released to the purchaser of the Defaulted
Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable, shall execute and
deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in such purchaser
ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall deliver
the related Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)      The
parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)       The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such manner
as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this Agreement.
Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple offers are
contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property.
If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price
for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints imposed
by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions
as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related
Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the
related Loan Combination Custodial Account.


 


(j)       The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder, each Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation


 






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Termination
Event), any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) and the Operating
Advisor not less than three (3) Business Days’ prior written notice of its intention to sell any REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan) hereunder. No Interested Person shall be obligated to submit an
offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


 


(k)       Whether
any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the offeror is
a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided that the
Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair
price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties;
and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether
any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (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 or investing in properties similar to such REO Property that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party pursuant to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested Person. The Trustee
will be entitled to rely conclusively upon such third party’s determination. In determining whether any such offer from
a Person other than an Interested Person constitutes a fair price for any such REO Property, the Special Servicer shall take into
account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant
to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency on the related Mortgage
Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state of the local economy
and the obligation to dispose of such REO Property within the time period specified in Section 3.16 of this Agreement.
The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested Person represents
a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such Appraisal shall
be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering to
purchase such REO Property.


 


(l)       Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall
act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the Special
Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in


 






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the
preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts
into the Collection Account or, if applicable, the related Loan Combination Custodial Account. Any sale of any Defaulted Loan
or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse
to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse
to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations and warranties typically given
in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in
accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(m)       Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with the Controlling Class Representative
(unless a Consultation Termination Event exists or a Serviced Outside Controlled Loan Combination is involved or an Excluded Mortgage
Loan is involved), the Operating Advisor (if an Operating Advisor Consultation Trigger Event exists), each Risk Retention Consultation
Party (unless an applicable Excluded RRCP Mortgage Loan is involved) and any related Outside Controlling Note Holder (if a Serviced
Outside Controlled Loan Combination is involved)), in accordance with the Servicing Standard, that rejection of such offer would
be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, the related Serviced
Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related Serviced
Pari Passu Companion Loan Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of
such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination,
any related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable,
the related Serviced Pari Passu Companion Loan Holder(s) 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).


 


Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer
determines (in consultation with the related Directing Holder (unless, if the Controlling Class Representative is the related
Directing Holder, a Consultation Termination Event exists or an Excluded Mortgage Loan is involved), the Operating Advisor (if
an Operating Advisor Consultation Trigger Event exists) and each Risk Retention Consultation Party (unless an applicable Excluded
RRCP Mortgage Loan is involved)), in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of the related Subordinate Companion Loan(s))), and


 






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the
Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable
and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case
of an REO Property that corresponds to a Serviced Loan Combination, any related Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, any related Serviced Companion Loan Holder(s) constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Serviced Subordinate
Companion Loan(s))) (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).


 


(n)       In
no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on the
Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan
or any Mortgage Loan.


 


(o)       Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing Agreement (which,
if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative for
so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,
shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related
Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the
Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the related
Companion Loan(s) or any other Mortgage Loan.


 


(p)       Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as
set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder
or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor
agreement in connection with each such holders’ purchase rights.


 


(q)       With
respect to any Serviced Pari Passu Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled
Loan Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu
Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced
Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell each related Serviced
Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and
subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder
or under the related Co-Lender Agreement.


 






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Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell any such Serviced Pari Passu Loan Combination if it becomes
a Defaulted Serviced Loan Combination without the written consent of each related Serviced Pari Passu Companion Loan Holder (provided
that such consent is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless
the Special Servicer has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the
terms of the related Co-Lender Agreement) to such related Serviced Pari Passu Companion Loan Holder (at the expense of such Serviced
Pari Passu Companion Loan Holder to the extent permitted under the terms of the related Co-Lender Agreement; provided, that to
the extent an Other Securitization Trust is the related Serviced Pari Passu Companion Loan Holder, no such expense shall be payable
out of such Other Securitization Trust or by the parties to the related Other Pooling and Servicing Agreement): (a) at least 15
Business Days’ prior written notice of any decision to attempt to sell such Defaulted Serviced Loan Combination; (b) at
least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date,
a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and any documents in the Servicing File
reasonably requested by such related Serviced Pari Passu Companion Loan Holder that are material to the price of the subject Serviced
Pari Passu Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded
to other offerors) prior to the proposed sale date, all information and other documents being provided to other offerors and all
leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale;
provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the delivery or timing requirements
set forth in this sentence. The Controlling Class Representative and each related Serviced Pari Passu Companion Loan Holder will
be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted
Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


(r)       With
respect to any Serviced Pari Passu Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties hereto
acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu Loan Combination becomes a Defaulted
Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with
this Section 3.17, then the Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan together
with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of the related
Directing Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari Passu Companion
Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer
shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written
consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent is not
required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related
Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder


 






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of
each related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the
holder of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related
Co-Lender Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced
Pari Passu Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any
material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least
10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination,
and any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material to the price of
the subject Serviced Pari Passu Loan Combination; 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 Controlling Class Representative) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative, the
related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may
each waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
shall be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject
Serviced Pari Passu Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


With
respect to each Serviced AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination,
and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17,
then the Special Servicer shall not be permitted or required to sell any related Serviced Subordinate Companion Loan together
with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan as a single whole loan except as required
by the related Co-Lender Agreement.


 


(s)       With
respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or any analogous
term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property related
to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall be administered
by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender
Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the applicable Outside Servicing
Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property accepted on behalf of the Trust.
Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.


 






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Section
3.18     Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain
Reports to the Serviced Companion Loan Holder.


 


(a)       The
Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect
to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000,
in each case commencing in 2018; provided that the Master Servicer is not required to inspect any Mortgaged Property that
has been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable
and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection, or bi-annual
inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan
Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost of any inspection
of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred with respect
to such inspection shall be borne by the Trust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare
or cause to be prepared a written report of each such inspection performed by it pursuant to this Section 3.18(a), and
shall, as soon as reasonably practicable following completion, deliver or make available a copy (in electronic format) of each
such report to the Certificate Administrator (who shall post such report to the Certificate Administrator’s Website for
review by Privileged Persons in accordance with Section 4.02(a)).


 


(b)       The
Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest
of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground
lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall
forward to the Special Servicer any written notice of default under a ground lease.


 


(c)       The
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion
Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with
respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)       The
Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related
Outside Servicer (or other similar parties with an obligation to make advances) in connection with making


 






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nonrecoverability
determinations. The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in
the Master Servicer’s possession as the related Outside Servicer reasonably requests in order to determine whether an advance
similar to a P&I Advance would be “nonrecoverable.”


 


(e)       If
required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan Holder
or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis
Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties
securing the related Serviced Companion Loan.


 


Section
3.19     Lock-Box Accounts, Escrow Accounts.


 


Except
with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account
in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit
pursuant to the related letter of credit agreement and the Loan Documents.


 


Notwithstanding
the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee
under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or
Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage
Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result
in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.


 


Section
3.20     Property Advances.


 


(a)       Except
with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of
this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties
under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall be made
with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. The Special Servicer
shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in the case
of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice before the
date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced Loan or
REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer shall
provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information in its possession
as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a
determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer
shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer


 






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that
a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made
(or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable.
On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special
Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is
a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively
rely on and shall be bound by such a determination and shall be bound by a determination by the Special Servicer that a Property
Advance previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance.
Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will
have no right to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated
to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have
been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination
that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed
to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be
made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master
Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes
of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 


For
purposes of distributions to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or
the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan
Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)       The
Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the
amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this
Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04 of
this Agreement.


 


(c)       None
of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan
or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property
Advances that it has made a Nonrecoverable Advance or


 






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that
any proposed Property Advance, if made, would constitute a Nonrecoverable Advance or a determination by the Special Servicer that
a Property Advance previously made or proposed to be made is or would, if made, constitute a Nonrecoverable Advance, shall be
made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard
and (ii) in the case of the Trustee, in accordance with its good faith business judgment and shall be evidenced by an Officer’s
Certificate delivered on or prior to the next Master Servicer Remittance Date to (1) the affected Serviced Companion Loan Holders
or their Companion Loan Holder representatives (and the related master servicer and special servicer under any related Other Pooling
and Servicing Agreement, if applicable), in the case of any Serviced Loan Combination, (2) the Trustee (unless it is the Person
making the determination), (3) the Controlling Class Representative (prior to the occurrence and continuance of a Control Termination
Event), (4) in the case of a Property Advance with respect to any Serviced Outside Controlled Loan Combination, the related Outside
Controlling Note Holder, (5) the Master Servicer (unless it is the Person making the determination), (6) the Special Servicer
(unless it is the Person making the determination), and (7) the Depositor (if the Trustee is making the determination), setting
forth the basis for such determination, together with any other information that supports such determination together with a copy
of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of
the Trust Fund, shall take into account any material change in circumstances of which such Person is aware or such Person has
received new information, either of which has a material effect on the value and shall have been conducted in accordance with
the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further
accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged
Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys
or similar reports that such Person may have obtained and that support such determination. In connection with a determination
by the Special Servicer, the Master Servicer or the Trustee as to whether a Property Advance previously made or to be made constitutes
or would constitute a Nonrecoverable Advance:


 


(A)       any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)       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 may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information as reasonably may be required for such purposes;


 


(C)       the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property


 






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Advance
is a Nonrecoverable Advance and may deliver to the Master Servicer, the Trustee, the Controlling Class Representative (prior to
the occurrence and continuance of a Consultation Termination Event) and, in the case of a Property Advance with respect to a Serviced
Outside Controlled Loan Combination, the related Outside Controlling Note Holder notice of such determination, which determination
shall be conclusive and binding on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the
Special Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person
from making a determination, that a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)       the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 


(E)       any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20 with respect
to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee; and


 


(F)       notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any Property Advance would be recoverable.


 


(d)       The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), the
Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least
five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request
sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the
Master Servicer may reasonably


 






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request,
subject to the Master Servicer’s right to determine that such Property Advance does not constitute or would not constitute
a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance that it is so requested
by the Special Servicer to make, within five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days)
of the Master Servicer’s receipt of such request. The Special Servicer shall have no obligation to make any Property Advance;
provided that the Special Servicer may in its sole discretion elect to make an Emergency Advance, and the Master Servicer
shall reimburse the Special Servicer for such Property Advance (with interest thereon), provided that such Advance is not determined
by the Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable. The Master Servicer shall be entitled
to reimbursement for any Advance made by it at the direction of the Special Servicer, together with interest thereon at the same
time, in the same manner and to the same extent as the Master Servicer is entitled with respect to any other Advances made thereby.


 


(f)       Within
five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business
Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an
account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer
of any Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f),
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as
the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Emergency Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to the
same extent as the Master Servicer would otherwise have been entitled if it had actually made such Emergency Advance at the time
the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall not
be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section
3.20(c) of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable
Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant
to Section 3.06(a) of this Agreement.


 






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Section
3.21     Appointment of Special Servicer; Asset Status Reports.


 


(a)       Rialto
Capital Advisors, LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other
than the Outside Serviced Mortgage Loans) and each Serviced Loan Combination.


 


(b)       The
Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action
with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect
to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan
or Serviced Loan Combination. Each Asset Status Report will be delivered in electronic format to the Operating Advisor (subject
to Section 3.21(e) of this Agreement), the related Directing Holder (but, if the Controlling Class Representative is the
related Directing Holder, only prior to the occurrence and continuance of a Consultation Termination Event and only if the related
Specially Serviced Loan is not an Excluded Mortgage Loan), each Risk Retention Consultation Party (other than with respect to
any related Excluded RRCP Mortgage Loan), the related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination)
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the
Rule 17g-5 Information Provider; provided, however, the Special Servicer shall not be required to deliver an Asset
Status Report to the related Directing Holder if they are the same entity. The Special Servicer shall notify the Operating Advisor
of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be
satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Holder or that otherwise includes an
indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period
or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. The Special Servicer shall
deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall be consistent
with the Servicing Standard and set forth the following information to the extent reasonably determinable:


 


(i)       summary
of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)       if
a Servicing Transfer Event has occurred and is continuing:


 


(A)       a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)       the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


(C)       the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise
realized upon;


 


(D)       a
copy of the last obtained Appraisal of the Mortgaged Property;





 






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(E)       the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
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 Loan Combination;


 


(F)       a
description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)       if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation
of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination not to pursue
a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)       a
description of any such proposed or taken actions;


 


(iv)       the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


 


(v)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(vi)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)       such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


If
any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling
Class Representative (if any other Serviced Loan(s), except for Excluded Mortgage Loans, are involved and a Control Termination
Event does not exist), as applicable, does not disapprove an Asset Status Report in writing within 10 Business Days of receiving
such Asset Status Report, then the related Directing Holder shall be deemed to have approved such Asset Status Report and the
Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Loan Documents. If the related Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt
(and, if the Controlling Class Representative is the related Directing Holder,
a Control Termination Event does not exist and such Asset Status Report does not relate to an Excluded Mortgage Loan) and the
Special Servicer has not made the affirmative determination contemplated below, the Special Servicer will revise such Asset Status
Report and deliver to the Operating Advisor (subject to Section 3.21(e) of this Agreement), the related Directing Holder
(but, if the Controlling Class Representative is the related Directing


 






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Holder,
only prior to the occurrence and continuance of a Consultation Termination Event and only if such Asset Status Report does not
relate to an Excluded Mortgage Loan), each Risk Retention Consultation Party (if such Asset Status Report does not relate to any
related Excluded RRCP Mortgage Loan), the Certificate Administrator, any related Serviced Companion Loan Holder(s) (in the case
of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event
later than 30 days after such disapproval. The Special Servicer shall revise such Asset Status Report as described above until
the related Directing Holder (but, if the Controlling Class Representative is the related Directing Holder, only if a Control
Termination Event does not exist and only if an Excluded Mortgage Loan is not involved) shall fail to disapprove such revised
Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report or until the Special Servicer
makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders
and, if applicable, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, and/or
Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Subordinate Companion Loan)). The Special Servicer may, from time to
time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall
have been prepared, reviewed and not rejected pursuant to the terms of this Section. If the related Directing Holder does not
approve an Asset Status Report within 60 Business Days from the first submission thereof, the Special Servicer shall take such
action as directed by the related Directing Holder (but, if the Controlling Class Representative is the related Directing Holder,
only if a Control Termination Event does not exist and only if an Excluded Mortgage Loan is not involved), provided such
action does not violate the Servicing Standard (or, if such action would violate the Servicing Standard, the Special Servicer
shall take such action as was reflected in the most recent Asset Status Report prepared by the Special Servicer with respect to
the subject Serviced Loan that is consistent with the Servicing Standard and such Asset Status Report shall be deemed a Final
Asset Status Report). Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to
protect the related Mortgaged Property or the interests of the Certificateholders and any related Serviced Companion Loan Holder(s),
or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may
take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10
Business Day period would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion
Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort to contact the related Directing Holder (during
the period that such Directing Holder has approval rights); provided that the foregoing shall not relieve the Special Servicer
of its duties to comply with the Servicing Standard. If the Special Servicer acts or intends to act in accordance with the prior
sentence, then the Special Servicer shall act in accordance with the most recent applicable Asset Status Report provided by the
Special Servicer with respect to the subject Serviced Loan that is consistent with the Servicing Standard and such Asset Status
Report shall be deemed a Final Asset Status Report. To the extent that the Special Servicer received notice of an Excluded Controlling
Class Mortgage Loan (in the form of Exhibit M-1C or M-1F), any Asset Status Report or Excluded Information delivered
with respect to an Excluded Controlling Class


 






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Mortgage
Loan shall be labeled by the Special Servicer with “Excluded Information” followed by the loan number and loan name.


 


After
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall consult
on a non-binding basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing
such Asset Status Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 Business
Days of receipt of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best
interest of the Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes),
as a collective whole as if such Certificateholders constituted a single lender. In addition, 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 Special Servicer shall also consult on a non-binding basis with the Controlling Class Representative in connection with each
related Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan) prior to finalizing
and executing such Asset Status Report and the Controlling Class Representative shall be permitted to propose alternative courses
of action within 10 Business Days of receipt of each Asset Status Report (other than any Asset Status Report with respect to an
Excluded Mortgage Loan). Furthermore, with respect to a Serviced Loan Combination, at all times if and to the extent so provided
in the related Co-Lender Agreement, any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative)
shall be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect
of any Asset Status Report within 10 Business Days of receiving such Asset Status Report; provided that, in the case of
a Serviced Outside Controlled Loan Combination, a related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder
Representative) may be the related Outside Controlling Note Holder. The Special Servicer shall consider any such proposals from
(a) the Operating Advisor (during the continuance of an Operating Advisor Consultation Trigger Event), (b) the Controlling Class
Representative (during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation
Termination Event and only with respect to any Serviced Loan that is not an Excluded Mortgage Loan) or (c) with respect to any
Serviced Companion Loan, any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) (if
and when provided in the related Co-Lender Agreement), as applicable, and determine whether any changes to its proposed Asset
Status Report should be made, such determination being made in accordance with the Servicing Standard and the other terms of this
Agreement, but the Special Servicer will be under no obligation to revise such Asset Status Report based on the input or comments
of the Operating Advisor or (during the continuance of a Control Termination Event) the Controlling Class Representative or, with
respect to any Serviced Companion Loan and subject to the related Co-Lender Agreement, any related Serviced Pari Passu Companion
Loan Holder (or its Companion Loan Holder Representative). In the event that the Operating Advisor, the Controlling Class Representative,
the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), or the related Outside Controlling Note
Holder, as applicable, does not propose alternative courses of action within 10 Business Days after receipt of such Asset Status
Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


After
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent or object to any Asset Status


 






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Report
under this Section 3.21(b). After the occurrence and during the continuance of a Control Termination Event but prior to
the occurrence of a Consultation Termination Event, the Controlling Class Representative, and after the occurrence and during
the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor, will be entitled to consult on a non-binding
basis with the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status
Report. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with
the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor after the occurrence and
during the continuance of an Operating Advisor Consultation Trigger Event or the Controlling Class Representative after the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, but
is under no obligation to follow any particular recommendation of the Operating Advisor or Controlling Class Representative. From
and after the Closing Date, the Controlling Class Representative shall have no right to receive any Asset Status Report related
to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b) or consult with the Special
Servicer with respect to any matter set forth therein. Notwithstanding anything herein to the contrary, a Risk Retention Consultation
Party shall have no right to receive any Asset Status Report with respect to any related Excluded RRCP Mortgage Loan.


 


With
respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing
Shift Date, no request for approval of the Controlling Class Representative shall be made on any matter related to such Servicing
Shift Loan Combination, nor shall the Controlling Class Representative have the right to approve Asset Status Reports related
to such Servicing Shift Loan Combination, except that the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event and only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may
exercise the consultation rights, if any, of the holder of the related Servicing Shift Mortgage Loan with respect to Asset Status
Reports set forth in the applicable Co-Lender Agreement. With respect to a Servicing Shift Loan Combination that is a Serviced
Outside Controlled Loan Combination and any related REO Property, prior to the related Servicing Shift Date, the Outside Controlling
Note Holder with respect to such Servicing Shift Loan Combination shall exercise all approval rights regarding any Asset Status
Report in respect of such Servicing Shift Loan Combination or REO Property set forth in the second paragraph of this Section
3.21(b) without regard to the occurrence of any Control Termination Event or Consultation Termination Event. Notwithstanding
the foregoing, after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating
Advisor will be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action
and provide other feedback in respect of any Asset Status Report for a Servicing Shift Mortgage Loan while it is serviced hereunder.
The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor after the occurrence and during the continuance
of an Operating Advisor Consultation Trigger Event or the Controlling Class Representative after the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, but is under no obligation
to follow any particular recommendation of the Operating Advisor or Controlling Class Representative.


 






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(c)       Subject
to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall
have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most
recent Asset Status Report for the related Mortgage Loan.


 


(d)       Upon
request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling Class Holder
shall not be provided with any Final Asset Status Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage
Loan with respect to which such Excluded Controlling Class Holder is a Borrower Party.


 


(e)       Prior
to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver to the
Operating Advisor only each related Final Asset Status Report.


 


(f)       With
respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special Servicer
shall make available to the Operating Advisor Servicing Officers with relevant knowledge regarding the applicable Mortgage Loan
and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other
things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset Status Report.


 


(g)       Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor,
any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder that would require
or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the Special Servicer to violate
the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender Agreement or any
intercreditor agreement, expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing
the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement
with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees
or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner
that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders and/or the Serviced
Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating
Advisor.


 






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Section 3.22          Transfer of
Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)       Upon
determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice
thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating
Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance of a
Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy
of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and
shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it
to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced
Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer
has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing
File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related
Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall
forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall
send such notice to the related Mortgagor.


 


Upon determining that a Specially
Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing
Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan)
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the
Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such
Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced
Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master
Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In
addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer,
upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially
Serviced Loan directly to the Master Servicer.


 


(b)       In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the
possession of the Special Servicer) and copies of any additional related Serviced Loan information, including


 



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correspondence with
the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as
well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)       Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating Advisor
with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement
to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer shall provide
the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating
Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.


 


Section
3.23          Interest Reserve Account. The Certificate
Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s name, on
behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and
maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except
during a leap year) or February (commencing in 2018) (unless, in either such case, the related Distribution Date is the final
Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve
Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of
days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated
Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the
month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in
respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld
Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date
occurs in such month) of each calendar year (commencing in 2018), the Certificate Administrator shall transfer to the
Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24          Modifications,
Waivers, Amendments and Other Actions.


 


(a)       (i)
With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does not
constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and the
Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided
below in this Section 3.24(a)), or (ii) with respect to any Specially Serviced Loan or (if the related modification, waiver
or amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification,
waiver or amendment as provided below in this Section 3.24(a)) any Performing Serviced Loan, the Special Servicer, in each
case subject to any applicable consultation rights of the Operating Advisor (to the extent the Operating Advisor has consultation
rights pursuant to Section 3.29, Section 6.09 or this Section 3.24), any applicable consent and/or consultation
rights of the related Directing Holder with respect to Major Decisions, any applicable consultation rights of the Risk Retention
Consultation Parties (to the extent the Risk Retention Consultation Parties have consultation rights


 



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pursuant to Section 6.09)
and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related
Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced
Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant
modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause
either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart
E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust
REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section
860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income
from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion
of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence.


 


In addition, with respect to
Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes (i) a Major Decision or
(ii) a Special Servicer Decision, the Master Servicer (if the Master Servicer is processing such modification, waiver or amendment
as provided below in this Section 3.24(a)) shall obtain the consent of the Special Servicer, and, in each case, to the extent
any modification, waiver, amendment or other action constitutes a Major Decision, the Special Servicer shall obtain the consent
of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling
Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination
Event does not exist), as applicable, in accordance with Section 6.09(a) of this Agreement and shall consult with the Risk
Retention Consultation Parties (to the extent required pursuant to Section 6.09) and the Operating Advisor (to the extent
required pursuant to Section 3.29, Section 6.09 or this Section 3.24). With respect to any modification, waiver,
amendment, consent or other action that constitutes a Major Decision with regard to any Serviced Loan, the Special Servicer shall
also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved
and a Control Termination Event does not exist), as applicable, in accordance with Section 6.09(a) of this Agreement and
shall consult with the Risk Retention Consultation Parties (to the extent required pursuant to Section 6.09) and the Operating
Advisor (to the extent required pursuant to Section 3.29, Section 6.09 or this Section 3.24).


 


No modification, waiver or amendment
of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a
manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer,
as applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable.


 


The Special Servicer shall process
any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect
to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan (unless (x) the Special Servicer and the Master Servicer
have mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision with respect to such
Performing serviced Loan, or (y) a


 



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Special Servicer Decision of the type described in subclause (i) or (ii) of clause (e) of the
definition of “Special Servicer Decision” is involved, in each of which cases the Master Servicer shall process the
subject Major Decision or Special Servicer Decision, as the case may be, subject to the consent of the Special Servicer as set
forth below).


 


With respect to any Performing
Serviced Loan, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,
waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request
to the Special Servicer, and the Special Servicer shall process the request directly; or, if mutually agreed to by the Special
Servicer and the Master Servicer, the Master Servicer shall process such request (provided that, the Master Servicer shall, without
the need for any such mutual agreement, process any Special Servicer Decision described in subclause (i) or (ii) of clause (e)
of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan) subject to the consent
of the Special Servicer as set forth below.


 


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment, consent or other action that the Master Servicer is processing
with regard to any Performing Serviced Loan as set forth in the immediately preceding paragraph, the Master Servicer shall, in
a manner consistent with the Servicing Standard, provide the Special Servicer with written notice of any request for such modification,
waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and
any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with
respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and
in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the
consultation rights of the Operating Advisor (to the extent required pursuant to Section 3.29, Section 6.09 or this
Section 3.24), the consent and/or consultation rights of the related Directing Holder (to the extent required pursuant to
Section 6.09 or this Section 3.24), the consultation rights of the Risk Retention Consultation Parties (to the extent
required pursuant to Section 6.09) and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion
Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. The Special
Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related
Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for
review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an
Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and
recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification,
waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required
by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special
Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved
and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver,
amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation (or, in
the case of any action that constitutes a Major Decision, the Major


 



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Decision Reporting Package) with respect thereto. Following
such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the
Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a
Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an
Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the
Master Servicer or the Special Servicer (or, in the case of any action that constitutes a Major Decision, the related Major Decision
Reporting Package), as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination,
such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer
or the Master Servicer relating to any such request for approval of modification, waiver, amendment, consent or other action that
constitutes a Major Decision. In any such event, if the related Directing Holder does not respond to a request for approval by
5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided
in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis (or,
in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and other requested
information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation
approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required
15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement,
but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related
Serviced Companion Loan Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance
Default), as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer.


 


With respect to any Performing
Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, the Operating Advisor and/or the
Directing Holder, shall process and determine whether to consent to or approve any request by the related Mortgagor with respect
to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the Special
Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


 


(b)       All
modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent with
the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the Trustee, the Certificate
Administrator, the Depositor, any related Serviced Companion Loan Holder, any related Outside Controlling Note Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to
any Excluded Mortgage Loan), each Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage
Loan), the Operating Advisor and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any
Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which,
in the case of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related
master servicer under the related


 



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Other Pooling and Servicing Agreement, unless the notifying party has received written notice
otherwise), any related Outside Controlling Note Holder, the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event and other than with respect to any Excluded Mortgage Loan), each Risk Retention Consultation
Party (other than with respect to any related Excluded RRCP Mortgage Loan) and the Operating Advisor and an original to the Certificate
Administrator (or any Custodian appointed by it) of the recorded agreement relating to such modification, waiver or amendment within
15 Business Days following the execution and recordation thereof. For the avoidance of doubt, the requirement with respect to the
delivery of assumption or substitution agreements shall be governed by Section 3.09.


 


(c)       Subject
to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation
pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating
Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency
Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not
so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)       Promptly
after any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall request from
the Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request from the
Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt of the name of such current Controlling
Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan
Holder from the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder that the related
Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the
name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself
as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to
the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine
which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate
Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling
Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense
of the Trust Fund.


 


(e)       [Reserved].


 


(f)       The
Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension,
waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the terms of
this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services
performed in connection with such request and any related costs and expenses incurred by it; provided that the charging
of such


 



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fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(g)       Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)        extend
the Maturity Date of a Serviced Loan beyond a date that is 5 years prior to the Rated Final Distribution Date; or


 


(ii)       if
the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10
years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related
Mortgagor.


 


(h)       In
connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage
or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or
require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) 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 Serviced Mortgage Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable,
shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater than
125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or greater
than 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.


 


(i)        If
and to the extent that the Trust is entitled to exercise any consent and/or consultation rights with respect to modifications,
waivers and amendments or certain other major decisions under the applicable Outside Servicing Agreement, (a) any such consent
rights shall be exercised by the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i), and (b) any such consultation
rights shall be exercised by the Controlling Class Representative (unless a Consultation Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Consultation Termination Event exists or
such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i). The
Master Servicer shall only be obligated to forward any requests received from the related Outside Servicer or the related Outside
Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall forward any such request
to the Controlling Class


 



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Representative except if a Control Termination Event or Consultation Termination Event, as applicable,
has occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), and the Master Servicer
shall have no right or obligation to exercise any such consent or consultation rights.


 


Section 3.25          Additional
Obligations With Respect to Certain Mortgage Loans.


 


(a)       With
respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of $35,000,000,
in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition
its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


(b)       With
respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured
by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision)
or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular
obligation would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder
of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26          Certain Matters
Relating to the Outside Serviced Mortgage Loans.


 


(a)       With
respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside Servicer
or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,
the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the
related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following
request therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect to each Servicing
Shift Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside Serviced Mortgage
Loan, and the rights, duties and obligations of the Issuing Entity and the parties to this Agreement shall be as set forth herein
with respect to Outside Serviced Mortgage Loans.


 


(b)       With
respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold the Mortgage
File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon the transfer of
servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related
Co-Lender Agreement, (i) the Trustee shall transfer (or cause any Custodian appointed by it to transfer) the Mortgage File (other
than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the originals of which shall
be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee (provided that the Custodian
shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions set forth in clause (B) of the
second paragraph of Section 2.01(c)


 



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and (ii) the Master Servicer shall, upon written request, if the Master Servicer is
not the related Outside Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Servicing Shift
Loan Combination to the related Outside Servicer.


 


Section 3.27          Additional
Matters Regarding Advance Reimbursement.


 


(a)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account,
the Master Servicer, the Special Servicer or the Trustee, 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 3.06(a)(ii)(B) of
this Agreement immediately, may elect to defer reimbursement for some or all such portion of the Nonrecoverable Advance during
the one-month Collection Period ending on the then-current Determination Date, for successive one-month periods for a total not
to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling
Class Representative (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination, the
related Outside Controlling Note Holder) (unless, if the Controlling Class Representative is the consenting party, a Control Termination
Event has occurred and is continuing, in which case the Controlling Class Representative must be consulted with unless a Consultation
Termination Event has occurred and is continuing). If the Master Servicer, the Special Servicer or the Trustee makes such an election
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 discretion option to defer; it is acknowledged that, in such
a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this
Agreement). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related Determination
Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for
principal collections to be received before making its determination of whether to defer reimbursement of a particular Nonrecoverable
Advance or portion thereof) until the end of such Collection Period; provided, however, if, at any time the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance during
any Collection Period will exceed the full amount of the principal portion of general collections deposited in the Collection Account
for the related Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through
a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, give the Rating
Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection
Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer’s, the Special
Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances
or new or different information becomes known to the Master Servicer, the Special Servicer or the Trustee, as applicable, that
could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer


 



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reimbursement of a Nonrecoverable
Advance or the determination in clause (1) above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely
received from the Trustee information requested by the Master Servicer or the Special Servicer, as applicable, to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in
such circumstances. Subject to Section 12.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee,
as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies
contemplated by the immediately preceding sentence. Any election by the Master Servicer, the Special Servicer or the Trustee to
defer reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any
Collection Period shall not be construed to impose on the other such parties any obligation to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or
to constitute a waiver or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to otherwise be reimbursed
for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer, the Special
Servicer or the Trustee shall not be construed to impose any duty on any other such party to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election). Any such election by any such party to defer 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 on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement
will have any liability to one another or to any of the Certificateholders for any such election that such party makes to defer
or not to defer reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic or other
effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard or any duty
under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election,
if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the right
to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection Account
pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate period
exceeding 12 months.


 


(b)       If
the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required
to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure,
to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the
Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 






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Section 3.28          Serviced Companion
Loan Intercreditor Matters.


 


(a)       If,
pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates to
a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof
shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of the
Note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File and (to
the extent provided under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall
be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder
of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for
the actual Note) on behalf of the holder of the Note(s) that represents the Serviced Companion Loan(s). Thereafter, such Mortgage
File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby for the
benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan(s) as their interests appear under the
related Co-Lender Agreement. If the related Servicing File is not already in the possession of such party, it shall be delivered
to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Serviced Loan Combinations.


 


(b)       With
respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced Companion
Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion Loan
Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan Holder,
then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or (ii)
to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative, as applicable,
shall be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion Loan Holder
Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the holder of any Serviced
Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of such Serviced
Companion Loan to the extent required under related Co-Lender Agreement and shall not take such actions requiring consent of or
consultation with the Serviced Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation.
In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports
and notices to the Serviced Companion Loan Holder or its Companion Loan Holder Representative (or the master servicer or special
servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan Holder) as required under the Co-Lender
Agreement.


 


(c)       With
respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement
setting forth, to the extent applicable to such Serviced Loan Combination:


 






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(i)       (A)
the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other
principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and
information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)      the
amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


 


(iii)     the
amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal
and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that
would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of
the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related
Serviced Loan Combination;


 


(iv)     the
principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect to the
distribution of principal on the most recent Distribution Date; and


 


(v)      the
amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer
or special servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such
information pursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery
as required under the related Co-Lender Agreement.


 


(d)      If
any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate
(and the Trustee shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset Representations
Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer with any
documents reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the Other Asset
Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii) such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Custodian
appointed by the Trustee, as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Custodian shall have other obligations


 



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with respect to any such Other PSA Asset Review
nor shall any such party be bound by the results of any such asset review.


 


Section 3.29          Appointment
and Duties of the Operating Advisor.


 


(a)       Park
Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times
be an Eligible Operating Advisor.


 


(b)      The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s actions and decisions in respect of
Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation rights
following an Operating Advisor Consultation Trigger Event, Performing Serviced Loans (in light of the Servicing Standard and the
requirements of this Agreement), consult with the Special Servicer regarding the Major Decisions and Asset Status Reports as contemplated
by Section 3.29(f) and perform each other obligation of the Operating Advisor as set forth in this Agreement, in each such
case solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders (as a collective
whole), and not 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 Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the
Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation
Party or any of their respective Affiliates (the “Operating Advisor Standard”). The Operating Advisor shall
act solely as a contracting party to the extent set forth in this Agreement and shall not owe any fiduciary duty to any party to
this Agreement or any other Person in connection with this Agreement. The Operating Advisor’s duties shall be limited to
its specific obligations under this Agreement, and the Operating Advisor shall have no duty or liability to any particular Class
of Certificates or any Certificateholder. The Operating Advisor is not a servicer or a sub-servicer and will not be charged with
changing the outcome on any particular Specially Serviced Loan or with respect to any Major Decision on which it consults for a
Performing Serviced Loan. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that there could be
multiple strategies to resolve any Specially Serviced Loan and a variety of actions or decisions made with respect to any Major
Decision and that the goal of the Operating Advisor’s participation is to provide additional input relating to the Special
Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute.


 


(c)       The
Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans
and, if an Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing Serviced Loans, (ii) each Final Asset
Status Report delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating Advisor Consultation Trigger Event
exists, each other Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iv) each Major Decision Reporting
Package delivered by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) (A) in connection with the
Operating Advisor’s consultation rights with respect to the subject Major Decision regarding each Serviced Loan if an Operating
Advisor Consultation Trigger Event exists, and (B) with respect to the subject Major Decision regarding each Specially


 



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Serviced
Loan, and (v) if specifically required to be delivered under this Agreement, such other reports, documents, certificates and other
information received by the Operating Advisor from the Special Servicer (whether directly or through the Master Servicer) as relate
to the actions and decisions of the Special Servicer in respect of Specially Serviced Loans and, solely in connection with Major
Decisions as to which the Operating Advisor has consultation rights, Performing Serviced Loans. To the extent not otherwise deliverable
by the Special Servicer to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate Administrator’s
Website, the Special Servicer shall: (i) concurrently deliver to the Operating Advisor any and all reports provided by the Special
Servicer to any of the other parties to this Agreement or to any Certificateholder or Certificate Owner, in each case, to the extent
that such reports relate to any Specially Serviced Loan or any Major Decision with respect to which the Operating Advisor has consultation
rights pursuant to Section 3.29(f) of this Agreement (provided, that, for so long as an Operating Advisor Consultation
Trigger Event does not exist, such reports shall exclude any Major Decision Reporting Package that does not relate to a Specially
Serviced Loan and any Asset Status Report that is not a Final Asset Status Report); and (ii) grant the Operating Advisor adequate
and timely access to information and reports prepared by or otherwise in the possession of the Special Servicer necessary for the
Operating Advisor to fulfill its duties under this Agreement.


 


(d)       (i)
The Operating Advisor shall review the Special Servicer’s actions and decisions in light of the Servicing Standard and the
requirements of this Agreement, with respect to the applicable Specially Serviced Loan(s) and, solely in connection with Major
Decisions as to which the Operating Advisor has consultation rights pursuant to Section 3.29(f) of this Agreement, the applicable
Performing Serviced Loans.


 


(ii)       Based
on the Operating Advisor’s review of the following information (to the extent delivered to the Operating Advisor or made
available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement and any assessment
of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement, as
applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement; any Major
Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating Advisor Consultation Trigger
Event, any other Asset Status Report; any other reports made available to Privileged Persons on the Certificate Administrator’s
Website during the prior calendar year that the Operating Advisor is required to review pursuant to Section 3.29(c); and
any other information delivered to the Operating Advisor by the Special Servicer (whether directly or through the Master Servicer)
(other than any communications between the related Directing Holder, any Risk Retention Consultation Party or any Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information),
the Operating Advisor shall (if, during the prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan or
(ii) there existed an Operating Advisor Consultation Trigger Event), and may (if, with respect to the prior calendar year, the
Operating Advisor deems it appropriate in its sole discretion exercised in good faith), prepare and deliver to the Depositor, the
Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor Annual Report on the Rule 17g-5 Information Provider’s
Website), the Trustee and the Certificate Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website),


 



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within 120 days of the end of the prior calendar year an annual report (the “Operating
Advisor Annual Report”). The Operating Advisor Annual Report shall be substantially in the form of Exhibit R of
this Agreement (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; provided, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement). The Operating
Advisor Annual Report shall set forth the Operating Advisor’s assessment of the Special Servicer’s performance of its
duties under this Agreement during the prior calendar year. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report shall (A) state whether the Operating Advisor
believes, in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance with
(1) the Servicing Standard and (2) the Special Servicer’s obligations under this Agreement, and (B) identify any material
deviations with respect to such matters from (i) the Servicing Standard or (ii) the Special Servicer’s obligations under
this Agreement, and (C) comply with all of the confidentiality requirements applicable to the Operating Advisor with respect to
Privileged Information provided for in this Agreement (subject to any permitted exceptions set forth in this Agreement), and (D)
comply with the requirements with respect to reports of the operating advisor set forth under Rule 7(b) of Regulation RR. In the
event a lack of access to Privileged Information limits the Operating Advisor from performing its duties under this Agreement,
the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information. Such Operating
Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider and
the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall promptly, upon receipt, post such
Operating Advisor Annual Report on the Certificate Administrator’s Website and the Rule 17g-5 Information Provider’s
Website, respectively; provided, however, that the Operating Advisor shall deliver to the Special Servicer, the Controlling
Class Representative (if a Serviced Loan other than a Serviced Outside Controlled Loan Combination is addressed and a Consultation
Termination Event does not exist) and the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is addressed), any annual report produced by the Operating Advisor at least ten (10) calendar days prior to its delivery to the
Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may, but shall not be obligated to, revise the
Operating Advisor Annual Report based on any comments received from the Special Servicer or the Controlling Class Representative.
In the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor shall only be required to prepare
an Operating Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 of the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report. In connection with the Operating
Advisor Annual Report and the reviews provided for in Sections 3.29(b) and 3.29(d)(i), the Operating Advisor shall
perform its review on the basis of the Special Servicer’s performance of its duties with respect to Specially Serviced Loans
and, after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, with respect to Major
Decisions on Performing Serviced Loans, 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 annual compliance statement,


 



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any assessment of compliance
and any attestation report delivered to the Operating Advisor pursuant to Section 10.08, Section 10.09 and Section
10.10 of this Agreement, as applicable, or made available to the Operating Advisor on the Certificate Administrator’s
Website, any Asset Status Report, any Major Decision Reporting Package and other information (other than any communications between
the related Directing Holder, a Risk Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion Loan
Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) that the Operating Advisor
is required to review on the Certificate Administrator’s website or that is delivered or made available to the Operating
Advisor by the Special Servicer (directly or through the Master Servicer) pursuant to this Agreement.


 


(e)       After
the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable Specially
Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net present value used in
the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of
such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations, but not including any Privileged Information), 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.


 


In connection with this Section
3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application of the non-discretionary
portions of the applicable formulas required to be utilized for such calculation, the Operating Advisor and the 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 applicable formulas in arriving at those mathematical calculations or any disagreement within five (5) Business
Days of delivery of such calculations to the Operating Advisor. In the event the Operating Advisor and 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 determine which
calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third-party to assist
with any such calculation at the expense of the Trust Fund.


 


(f)       After
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall consult
(on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan in
accordance with Section 3.24, Section 6.09 and this Section 3.29 and (ii) each Asset Status Report in accordance
with Section 3.21, and, in each case, the Special Servicer shall consider any alternative courses of action and any other
feedback provided by the Operating Advisor.


 






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(g)       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 relating to the Operating Advisor Annual Reports or actions by the
Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in
any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section
4.02(a) of this Agreement.


 


(h)       Subject
to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the related Directing Holder, a Risk Retention Consultation Party or any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the related Directing
Holder, such Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this Agreement (including,
without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation,
order, judgment or decree requiring the disclosure of such Privileged Information.


 


(i)       The
Operating Advisor shall keep Privileged Information confidential and shall not disclose such Privileged Information to any Person
(including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required
by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged Information
or (2) pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor, solely to the extent
required in connection with its duties under this Agreement, will be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors of the Operating Advisor agree in writing
prior to their receipt of such Privileged Information to be bound by the same confidentiality provisions applicable to the Operating
Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto. Each party to this Agreement
that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, as
applicable, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved), the Risk
Retention Consultation Parties and/or, unless a Consultation Termination Event has occurred and is continuing, the Controlling
Class Representative other than pursuant to a Privileged Information Exception.


 


(j)       On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on
deposit in the Collection Account, pursuant to Section 3.06 of this Agreement. In addition, the Operating Advisor Consulting
Fee shall be payable to the Operating Advisor (but only to the extent such fee is actually received from the related Mortgagor
as a separately identifiable fee) with respect to each Major Decision for which the Operating Advisor has consultation rights.
Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee only to
the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. If the Operating Advisor has
consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable,
shall


 



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use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Loan
Documents, and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor into the Collection Account.
The Master Servicer or 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,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult (on a non-binding basis) with the Operating Advisor prior to any such waiver or reduction.


 


(k)       In
no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


 


Section 3.30          Rating Agency
Confirmation.


 


(a)       Notwithstanding
the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”)
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 if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information
Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency Declination,
then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if there is no response
to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days of such second
request, whether in the form of granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency Declination,
then: (x) with respect to any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement requiring
a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the
Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer
Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect
to Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision
or a Special Servicer Decision processed by the Special Servicer), as applicable) shall determine (with the consent of the related
Directing Holder, unless, in the case of the Controlling Class Representative, a Control Termination Event has occurred and is
continuing (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be pursued
by the Special Servicer and deemed given if the related Directing Holder does not respond within seven (7) Business Days of receipt
of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties
under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.30(b), whether or not
such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the
related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such


 



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determination, then the requirement
to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer or the Special
Servicer, such condition shall be considered satisfied if: (1) in the case that Moody’s is the non-responding Rating Agency,
(a) the applicable replacement master servicer or special servicer, as applicable, has confirmed in writing that it was appointed
to act, and as of the date of determination is acting, as the master servicer or special servicer, as applicable, on a transaction
level basis with respect to a CMBS transaction as to which Moody’s rated one or more classes of securities and one or more
of such classes of securities are still outstanding and rated by Moody’s and (b) Moody’s has not cited servicing concerns
of the applicable replacement master servicer or special servicer, as applicable, as the sole or 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 CMBS transaction serviced by the applicable servicer prior to the time of determination; (2) the applicable
replacement master servicer has a master servicer rating of at least “CMS3” from Fitch or the applicable replacement
special servicer has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating
Agency; and (3) KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the
sole or 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 CMBS transaction serviced by the applicable servicer
prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable; and (z) with respect to a replacement
or successor of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency
so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or 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 securities transaction with respect to which
the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor 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 reasonably necessary for the Rating Agency to process such
request, subject to Section 12.13. Such written Rating Agency Confirmation request shall be provided in electronic format
in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance
with Section 12.13(b).


 


Promptly following the Requesting
Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s,
as applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating
Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic
written notice in accordance with Section 12.13(b) of the action taken for the particular item at such time and the Master
Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency Confirmation
request to the Rating Agencies in accordance with Section 12.13(b).


 






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(b)       For
the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by
the Requesting Party (or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable); provided, that the Master Servicer (with respect to Performing Serviced Loans
if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision
or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect
to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the Special
Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with respect
to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such
conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)       For
all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless
the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)       With
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the
servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not limited
to, the replacement of the Master Servicer, the 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, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master
Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information Provider’s
counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer
or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the related Other Securitization Trust to the extent not borne


 



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by the related Mortgagor, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days
before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5 Information Provider
under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately
the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other materials that the
applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


(e)       Each
of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the
certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each
case to the extent known to it.


 


Section 3.31          General
Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with those of Holders
of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no Companion
Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall have any liability
whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever against any Companion
Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s having so acted
in its own interests.


 


Section 3.32          Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special Servicer
or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to loandata@citi.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 4.02 (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case 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 in such a manner that an Excluded Controlling Class Holder
will only be prohibited from accessing Excluded Information with respect to those Excluded Controlling Class Mortgage Loan(s)
for which such Excluded Controlling Class Holder is a Borrower Party; provided that the foregoing shall not be construed
as an affirmative obligation for the Certificate Administrator to perform such segregation). When so posted, the Excluded Controlling
Class Holders shall be prohibited from accessing Excluded Information with respect to any Excluded Controlling Class Mortgage
Loans on the Certificate Administrator’s Website. None of the Master Servicer, the Special Servicer or the Operating Advisor
shall have any obligations to separately label and deliver any


 



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Excluded Information in accordance with this Section 3.32
until such party has received written notice with respect to the related Excluded Controlling Class Mortgage Loan in the form
of Exhibit M-1C to this Agreement. Nothing set forth in this Agreement shall prohibit the Controlling Class Representative
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder
is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, such
Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance
with Section 4.02(e) of this Agreement.


 


Section 3.33          Litigation
Control.


 


(a)       The
Special Servicer (with respect to each Mortgage Loan and Serviced Loan Combination) shall in accordance with the Servicing Standard,
direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Note or any
affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master Servicer and/or the Special
Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any litigation relating
to the rights and obligations of the Trust, or of the Mortgagor or other Borrower-Related Party, under the related Mortgage Loan
or Loan Combination, as applicable, or with respect to the related Mortgaged Property or other collateral securing such Mortgage
Loan or Loan Combination, or the enforcement of the obligations of a Borrower-Related Party under the related Loan Documents (“Loan-Related
Litigation”). In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer
is not named in such Loan-Related Litigation (and regardless of whether the Trust is named in such Loan-Related Litigation), the
Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within
ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation.


 


(b)       To
the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named, in
order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related
to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel; provided
that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the
extent set forth in Section 3.33(e); and provided, further, that if there are claims against the Master Servicer
and the Master Servicer has not determined that separate counsel is required for such claims, such counsel selected by the Special
Servicer shall be reasonably acceptable to the Master Servicer.


 


(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Controlling Class


 



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Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation Termination
Event has occurred and is continuing and to the extent the identity of the Controlling Class Representative is actually known to
the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Controlling Class Representative), and the related holder of any Companion Loan (if such matter affects a Companion Loan
and to the extent the identity of the holder of such Companion Loan is actually known to the Special Servicer), and the Controlling
Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Control Termination
Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof
and having been provided with all information that the Controlling Class Representative 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 the Special Servicer within such 5 Business Day period, then the Controlling Class Representative shall be deemed to
have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard)
that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Loan Combination,
the related Companion Loan Holders, the Special Servicer may take such action without waiting for the Controlling Class Representative’s
response.


 


(d)       Notwithstanding
anything to the contrary in this Section 3.33, neither the Special Servicer nor the Master Servicer shall follow any advice,
direction or consultation provided by the Controlling Class Representative that would require or cause such Special Servicer or
the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause
such Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause such Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Loan Combination, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust
REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust
for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the
Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer provided in this Section 3.33 to represent the interests of the Trust in Loan-Related
Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section
3.33, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including
but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)       Further,
nothing in this Section shall require the Master Servicer, any Special Servicer or any other party to this Agreement to take or
fail to take any action which, in such party’s good faith and reasonable judgment, may result in a violation of the REMIC
Provisions or Grantor Trust Provisions, subject the Master Servicer, any Special Servicer or other


 



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such party to liability, or
materially expand the scope of the Master Servicer’s, any Special Servicer or such party’s obligations under this Agreement.


 


(g)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation)
and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether
or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation), provided in either case that
(A) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent to injunctive
relief on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the
Trust pursuant to the terms of this Agreement, and payment of such cost or judgment is provided for in this Agreement, (C) the
Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of the Master
Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment, (D) any action taken by the
Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the
Servicing Standard, and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master
Servicer as to the items in clauses (A), (B) and (C); and provided, further, that, with respect to any material settlements
with respect to any Mortgage Loan other than an Excluded Mortgage Loan, the Special Servicer shall be required to obtain the consent
or consultation of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event
or Consultation Termination Event, respectively.


 


(h)       In
the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.33.


 


(i)       This
Section shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the Master
Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)       Notwithstanding
the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a) of this
Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding names the Trustee,
Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that any judgment
is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity,
the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written notice to the Master
Servicer or the Special Servicer, as applicable, may retain separate 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); (y)
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 Loan


 



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Documents, or otherwise relating
to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the
prior written consent of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (i) initiate an
action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as
applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, in its individual capacity, or (iv) 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, Certificate Administrator, Custodian or Operating Advisor, as applicable, to be registered to do business
in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the
unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant such consent); and (z) in the
event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, 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, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the right to retain
separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as
Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise direct,
manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the
Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an Excluded
Mortgage Loan, with the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or
proceeding in its own name as representative of the Trust.


 


(k)       Notwithstanding
the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall
have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced
or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC is no longer the Special Servicer
with respect to the related Mortgage Loan or related Loan Combination or has received notice of its replacement as Special Servicer
with respect to the related Mortgage Loan or related Loan Combination (whether or not such replacement is effective) or such related
Mortgage Loan or Loan Combination is an Excluded Special Servicer Mortgage Loan in respect of Rialto Capital Advisors, LLC as Special
Servicer, or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their
respective affiliates is an adverse party (with respect to the Trust or the Special Servicer) in such Loan-Related Litigation or
holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Loan Combination
(or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to
in writing by each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a
party or holds such interest. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special Servicer
relating to any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself, separate and apart
from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance


 



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described in this paragraph,
the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth
with respect to servicing in this Agreement.


 


Section 3.34          Resignation
Upon Prohibited Risk Retention Affiliation.


 


Upon the occurrence of (i) a
Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable,
obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become
Risk Retention Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser (in such case, an “Impermissible
TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other
party to this Agreement, the Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer,
Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating
Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of
the Third Party Purchaser or any other party to the Pooling and Servicing Agreement (other than the Operating Advisor and Asset
Representations Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”),
then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this
Agreement and resign in accordance with Section 6.04, Section 8.07 or Section 11.03, as applicable. The resigning
Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement,
the Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, provided
however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring
an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then
such costs and expenses shall be an expense of the Trust.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01          Distributions.


 


(a)       (i)
On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph
of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February if the final
Distribution Date occurs in such month) of each calendar year (commencing in 2018), pursuant to Section 3.23, the Certificate
Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein and shall
deposit any such amounts in the Lower-Tier REMIC Distribution Account. On each Master Servicer Remittance Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution
Account any Excess Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution
Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I
Advances or Compensating Interest Payments or as otherwise


 



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contemplated by the preceding sentences of this Section 4.01(a)
shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii)
and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC
Distribution Account until distributed to the Certificateholders.


 


(ii)       All
distributions made in respect of interest on any Class of Regular Principal Balance Certificates on each Distribution Date pursuant
to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates on each Distribution Date
pursuant to Section 4.01(b) or Section 9.01, and allocable to any particular Component of such Class of Certificates
in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions
made in respect of principal of any Class of Regular Principal Balance Certificates on each Distribution Date pursuant to Section
4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement
hereto. All reimbursements (with interest) of Realized Losses or VRR Realized Losses, as applicable, made in respect of any Class
of Regular Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section
9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with
interest) of Realized Losses or VRR Realized Losses, as applicable, in respect of its Corresponding Lower-Tier Regular Interest.


 


(iii)       On
each Distribution Date, the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier REMIC Distribution
Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate Administrator as the
holder of the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and the last paragraph of Section
4.01(d).


 


(b)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of Realized Losses,
to the extent of Available Funds, and distribute such amounts to the Holders of each Class of Non-Vertically Retained Regular Certificates
and to the Holders of the Class R Certificates in the amounts and in the order of priority set forth below:


 


(i)       First,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D and Class
X-E Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest
Distribution Amounts of those Classes;


 






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(ii)       Second,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates in reduction of the respective
Certificate Balances thereof in the following priority (prior to the Cross-Over Date):


 


(A)       to
the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB Scheduled Principal
Balance with respect to such Distribution Date;


 


(B)       to
the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)       to
the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 


(D)       to
the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)       to
the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero; and


 


(F)       to
the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero;


 


(iii)       Third,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, up to an amount equal
to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, plus interest
thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to such
Class;


 






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(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
of that Class;


 


(v)       Fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates have been reduced
to zero, to the Holders of the Class A-S Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(vi)     Sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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
of that Class;


 


(viii)   Eighth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S Certificates have
been reduced to zero, to the Holders of the Class B Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(ix)      Ninth,
to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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
of that Class;


 


(xi)      Eleventh,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S and Class B Certificates
have been reduced to zero, to the Holders of the Class C Certificates, in reduction of the related Certificate Balance, up to an
amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount
distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xii)     Twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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
of that Class;


 






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(xiv)    Fourteenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B and Class
C Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the related Certificate Balance,
up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution
Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xv)    Fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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
of that Class;


 


(xvii)   Seventeenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xviii)  Eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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 of
that Class;


 


(xx)     Twentieth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class
D and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxi)    Twenty-First,
to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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 of
that Class;


 


(xxiii)  Twenty-Third,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class
D, Class E and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in


 



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reduction of the
related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced
to zero;


 


(xxiv)  Twenty-Fourth,
to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class; and


 


(xxv)   Last,
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining portion
of the Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described
in clause (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal Distribution
Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates,
pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances (and the
schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available Funds will then be allocated
as provided in clauses (iii) through (xxv) above.


 


All distributions of interest
made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section 4.01(b), shall
be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if there are
multiple Components of such Class, in respect of all such Components, pro rata in accordance with the respective amounts
of interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate of
each such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest
Shortfall for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit therein, to the extent of the VRR Available Funds for such Distribution Date, and shall apply such amounts to make distributions
to the Holders of the VRR Interest for the following purposes and in the following order of priority:


 


(i)       First,
distributions of interest on the VRR Interest, up to an amount equal to the VRR Interest Distribution Amount for such Distribution
Date;


 


(ii)       Second,
distributions in reduction of the Certificate Balance of the VRR Interest, up to an amount equal to the VRR Principal Distribution
Amount for such Distribution Date, until the outstanding Certificate Balance of the VRR Interest has been reduced to zero; and


 






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(iii)       Third,
reimbursements (with interest) of prior write-offs of the Certificate Balance of the VRR Interest, up to an amount equal to the
unreimbursed VRR Realized Losses previously allocated to the VRR Interest, plus interest in an amount equal to the VRR Realized
Loss Interest Distribution Amount for such Distribution Date;


 


provided that, with respect to any Distribution
Date, to the extent that the VRR Available Funds for such Distribution Date exceeds the distributions to the Holders of the VRR
Interest on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii), the Certificate Administrator
shall distribute such excess to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.


 


(d)       On
each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B, Class X-D and Class X-E Certificates and the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates
have been reduced to zero, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Non-Vertically Retained
Percentage of each Yield Maintenance Charge (such portion of any Yield Maintenance Charge, a “Non-Vertically Retained
Yield Maintenance Charge”) collected on the Mortgage Loans during the related Collection Period (or, in the case of any
Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution
Date) shall be distributed by the Certificate Administrator to the Holders of the respective Classes of Non-Vertically Retained
Regular Certificates (excluding the Class F and Class G Certificates) as follows: (A) first such Non-Vertically Retained Yield
Maintenance Charge shall be allocated between (i) the group (the “YM Group A”) of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class X-A and Class A-S Certificates, (ii) the group (the “YM Group BC”) of
the Class X-B, Class B and Class C Certificates, (iii) the group (the “YM Group D”) of the Class X-D and Class
D Certificates and (iv) the group (the “YM Group E” and collectively with the YM Group A, the YM Group BC and
the YM Group D, the “YM Groups”) of the Class X-E and Class E Certificates, pro rata based on the aggregate
amount of principal distributed with respect to the Classes of Non-Vertically Retained Principal Balance Certificates in each YM
Group on such Distribution Date, and (B) then the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to
each YM Group shall be further allocated as among the Classes of Non-Vertically Retained Regular Certificates in such YM Group,
in the following manner: (1) each Class of Non-Vertically Retained Principal Balance Certificates in such YM Group shall entitle
the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically Retained Yield
Maintenance Charge equal to the product of (x) solely in the case of each of YM Group A and YM Group BC, a fraction, the numerator
of which is the amount distributed as principal to such Class of Non-Vertically Retained Principal Balance Certificates on such
Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Regular Principal Balance
Certificates in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and
such Class of Non-Vertically Retained Principal Balance Certificates and (z) the portion of such Non-Vertically Retained Yield
Maintenance Charge allocated to such YM Group; and (2) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated
to such YM Group on any Distribution Date and remaining after such distributions contemplated by the preceding clause (1) shall
be distributed to the Class of Class X Certificates in such YM Group. If there is more than one Class of Non-Vertically Retained
Principal Balance Certificates in any YM Group entitled to


 



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distributions of principal on any particular Distribution Date on which
Non-Vertically Retained Yield Maintenance Charges are distributable to such Classes, then the aggregate amount of such Non-Vertically
Retained Yield Maintenance Charges shall be allocated among all such Classes of Non-Vertically Retained Principal Balance Certificates
up to, and on a pro rata basis in accordance with, their respective entitlements in those Non-Vertically Retained Yield
Maintenance Charges in accordance with the preceding sentence.


 


Notwithstanding the foregoing
provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount and the Class X-E Notional Amount and the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, all
amounts on deposit in the Upper-Tier REMIC Distribution Account that represent Non-Vertically Retained Yield Maintenance Charges
collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s),
that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed
by the Certificate Administrator to the Holders of the Class F and Class G Certificates (collectively, the “Subordinate
YM Certificates”) as follows: each such Class of Subordinate YM Certificates shall entitle the applicable Certificateholders
to receive on the applicable Distribution Date that portion of such Non-Vertically Retained Yield Maintenance Charge equal to the
product of (x) a fraction, the numerator of which is the amount distributed as principal to such Class of Subordinate YM Certificates
on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Subordinate
YM Certificates on such Distribution Date, and (y) the total amount of Non-Vertically Retained Yield Maintenance Charges to be
distributed on such Distribution Date. If there is more than one Class of Subordinate YM Certificates entitled to distributions
of principal on any particular Distribution Date on which the Non-Vertically Retained Yield Maintenance Charges are distributable
to such Classes, then the aggregate amount of such Non-Vertically Retained Yield Maintenance Charges shall be allocated among all
such Classes of Subordinate YM Certificates up to, and on a pro rata basis in accordance with, their respective entitlements
in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence of this paragraph.


 


On each Distribution Date, amounts
on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained Percentage of each Yield Maintenance
Charge collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s),
that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed
by the Certificate Administrator to the Holders of the VRR Interest.


 


Any portion of a Yield Maintenance
Charge that is to be distributed to Holders of the Non-Vertically Retained Regular Certificates on any Distribution Date shall
be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests (exclusive of the Class LVRR Lower-Tier Regular Interest) then receiving a principal distribution, pro rata, based
on the respective amounts of those principal distributions. Any portion of a Yield Maintenance Charge that is to be deemed
distributed to Holders of the VRR Interest on any Distribution Date shall be deemed to have first been distributed


 



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from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular Interest.


 


(e)       On
each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Available Funds for such Distribution
Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient to pay all interest
and principal due and owing to, and to reimburse (with interest thereon) all previously allocated Realized Losses reimbursable
to, the Holders of the Non-Vertically Retained Regular Certificates on such Distribution Date pursuant to Section 4.01(b).
If the Certificate Administrator determines that such Available Funds (as so determined) would not be sufficient to make such payments
and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and
deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be included
in the Aggregate Available Funds for the related Distribution Date) equal to the lesser of (i) all amounts then on deposit in the
Excess Liquidation Proceeds Reserve Account and (ii) the sum of (A) the amount of the applicable insufficiency and (B) the VRR
Allocation Percentage of the amount described in the immediately preceding clause (A). The Certificate Administrator may also withdraw
funds from the Excess Liquidation Proceeds Reserve Account in order to make distributions to the Holders of the Class R Certificates
in accordance with the last sentence of Section 3.05(c) of this Agreement.


 


(f)       The
Certificate Balance of each Class of Non-Vertically Retained Principal Balance Certificates will be reduced without distribution
on any Distribution Date, as a write-off, to the extent of any Realized Loss allocated to such Class of Certificates, on such Distribution
Date. On each Distribution Date, any Realized Loss for such Distribution Date will be allocated to the following Classes of Non-Vertically
Retained Principal Balance Certificates in the following order, until the Certificate Balance of each such Class of Certificates
is reduced to zero: 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 to the (i) Class A-1 Certificates,
(ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-AB Certificates based on
their respective Certificate Balances.


 


On each Distribution Date, any
VRR Realized Loss for such Distribution Date shall be allocated to the VRR Interest; and, in connection therewith, the Certificate
Balance of the VRR Interest will be reduced without distribution, as a write-off, to the extent of such VRR Realized Loss.


 


On each Distribution Date, following
the deemed distributions of principal or in reimbursement (with interest) of previously allocated Realized Losses or VRR Realized
Losses, as applicable, deemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier
Principal Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be deemed reduced
as a result of Realized Losses or VRR Realized Losses, as applicable, to equal the Certificate Balance of its Corresponding Certificates
that will be outstanding immediately following such Distribution Date.


 


The Notional Amount of the Class
X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions of the Certificate


 



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Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S Certificates and of the Lower-Tier Principal
Balances of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB and Class LA-S Lower-Tier Regular Interests, in any
event resulting from allocations of Realized Losses. The Notional Amount of the Class X-B Certificates and the Component Notional
Amounts of the Class X-B Components will be reduced to reflect reductions of the Certificate Balances of the Class B and Class
C Certificates and of the Lower-Tier Principal Balances of the Class LB and Class LC Lower-Tier Regular Interests, in any event
resulting from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates and the Component Notional Amount
of the Class X-D Component will be reduced to reflect reductions of the Certificate Balance of the Class D Certificates and of
the Lower-Tier Principal Balance of the Class LD Lower-Tier Regular Interest, in any event resulting from allocations of Realized
Losses. The Notional Amount of the Class X-E Certificates and the Component Notional Amount of the Class X-E Component will be
reduced to reflect reductions of the Certificate Balance of the Class E Certificates and of the Lower-Tier Principal Balance of
the Class LE Lower-Tier Regular Interest, in any event resulting from allocations of Realized Losses.


 


(g)       Distributions
in reimbursement of Realized Losses or VRR Realized Losses, as applicable, previously allocated to the respective Classes of the
Principal Balance Certificates shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c),
as applicable. If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal
collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate Principal
Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related
to the Collection Period during which the recovery occurred): (i) the Non-Vertically Retained Percentage of the amount of such
recovery will be added to the Certificate Balance(s) of the Class or Classes of Non-Vertically Retained Principal Balance Certificates
that previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b)
of this Agreement, in each case up to the lesser of (A) the unallocated portion of the Non-Vertically Retained Percentage of the
amount of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject Class of Non-Vertically
Retained Principal Balance Certificates, and the Interest Shortfall with respect to each affected Class of Non-Vertically Retained
Regular Certificates for the next Distribution Date will be increased by the aggregate amount of interest that would have accrued
through the then current Distribution Date if the restored write-down for such reimbursed Class of Non-Vertically Retained Principal
Balance Certificates had never been written down; and (ii) the Vertically Retained Percentage of the amount of such recovery will
be added to the Certificate Balance of the VRR Interest up to the lesser of (A) the Vertically Retained Percentage of the amount
of such recovery and (B) the amount of the unreimbursed VRR Realized Losses previously allocated to the VRR Interest, and the interest
payable on the VRR Interest will be deemed increased by the VRR Allocation Percentage of any contemporaneous increases in interest
payable on the Non-Vertically Retained Regular Certificates pursuant to clause (i) of this sentence. To the extent that
the Certificate Balance of, and/or any interest payable on, any Class of Regular Certificates or any Component thereof is so increased
or deemed increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable
on, the Corresponding Lower-Tier Regular Interest. If the Certificate Balance of any Class of Principal Balance Certificates (or
the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized Losses
or VRR Realized Losses, as applicable,


 



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of such Class of Principal Balance Certificates (or such Lower-Tier Regular Interest), shall
be decreased by such amount, and any interest accrued on the amount of unreimbursed Realized Losses or VRR Realized Losses, as
applicable, so decreased shall be deemed not to exist.


 


(h)       All
amounts distributable, or reductions allocable on account of Realized Losses or VRR Realized Losses, to a Class of Certificates
pursuant to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates
in each such Class based on their respective Percentage Interests. Such distributions shall be made by the Certificate Administrator
on each Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity
located in the United States and having appropriate facilities to accept such funds, if such Certificateholder has provided the
Certificate Administrator with written 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 distributions), or otherwise by
check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates contemplated
hereunder.


 


(i)       Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall,
no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of Certificates
is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination Date by such
time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such Class of Certificates,
on such date a notice to the effect that:


 


(i)       the
Certificate Administrator reasonably expects based upon information previously provided to it 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 office of the Certificate Administrator therein specified, and


 


(ii)       if
such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or on the Corresponding
Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that the Class
R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


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 in trust for the benefit of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(i) 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


 



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non-tendering Certificateholders to surrender their Certificates for cancellation to
receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall
have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps
to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. Subject to applicable state
law with respect to escheatment of funds, if within two years after the second notice any such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders
thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder or 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(i). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit
of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner.


 


(j)       The
Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated
among the various Classes of Non-Vertically Retained Regular Certificates, pro rata, based upon the respective Interest
Accrual Amounts with respect to such Classes of Non-Vertically Retained Regular Certificates for such Distribution Date, and the
Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be deemed allocated
to the VRR Interest. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class
of Class X Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, pro
rata, based upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Non-Vertically
Retained Principal Balance Certificates, the VRR Interest or any Component of a Class of Class X Certificates shall be deemed to
have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Non-Vertically Retained Principal
Balance Certificates, the VRR Interest or such Component, as applicable.


 


(k)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage
Loan that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding
the related Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute
such Excess Interest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Vertically Retained Percentage
of such Excess Interest; and (ii) to the Holders of the VRR Interest in an amount equal to the Vertically Retained Percentage of
such Excess Interest.


 


(l)       The
various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections of, or multiple
clauses of any subsection of, this


 



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Section 4.01 shall be so distributed in a single, aggregate distribution to the Holders
of such Class of Certificates on such Distribution Date.


 


Section 4.02          Statements
to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)       Based
on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate
Administrator shall provide or make available a report, including reports in substantially the form attached hereto as Exhibit
D (the “Distribution Date Statement”), setting forth, among other things, the following information:


 


(A)       the
amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Balance thereof;


 


(B)       the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to (A) an
Interest Distribution Amount (or, if applicable, the VRR Interest Distribution Amount), (B) Yield Maintenance Charges and (C) Excess
Interest;


 


(C)       the
amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)       the
aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and the
total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each
Mortgage Loan as of the related Determination Date;


 


(E)       the
aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by or
paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)       the
aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)       the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the outstanding
Mortgage Loans, at the close of business on the related Determination Date;


 


(H)       as
of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B) delinquent
two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are not
delinquent or (F) as to which foreclosure proceedings have been commenced;


 






    	-305- 



     


    

 


(I)        the
aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)       with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to the Outside
Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance of such
Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and
date upon which the Appraisal was performed;


 


(K)       as
to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Aggregate Available Funds for such Distribution Date;


 


(L)       with
respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as of the
close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value
of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other
amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate
Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was
performed;


 


(M)      with
respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of during
the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,
if any, received in respect of such REO Property during the related Collection Period, the portion thereof included in the Aggregate
Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution
Date;


 


(N)       the
Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates for such Distribution Date;


 


(O)       any
unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates after giving effect
to the distributions made on such Distribution Date;


 


(P)       the
Pass-Through Rate for each Class of Non-Vertically Retained Regular Certificates for such Distribution Date;


 


(Q)       the
original Certificate Balance or Notional Amount as of the Closing Date and the Certificate Balance or Notional Amount, as the case
may be, of each Class of Regular Certificates immediately before and immediately after such


 



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Distribution Date, separately identifying
any reduction in the Certificate Balance or Notional Amount, as the case may be, of each such Class of Certificates due to Realized
Losses or VRR Realized Losses, as applicable;


 


(R)       the
Certificate Factor for each Class of Principal Balance Certificates and Class X Certificates immediately following such Distribution
Date;


 


(S)       the
Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution Date;


 


(T)       the
aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)       the
aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust Fund
during the related Collection Period, and any Realized Loss and VRR Realized Loss for such Distribution Date;


 


(V)       any
Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction Amounts,
Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


 


(W)     identification
of any material modification, extension or waiver of a Mortgage Loan;


 


(X)       identification
of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage Loan
Seller;


 


(Y)       the
identity of the Operating Advisor;


 


(Z)       the
amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property
Royalty License Fee paid with respect to such Distribution Date;


 


(AA)   an itemized
listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection
Period;


 


(BB)    the identity
of the Controlling Class;


 


(CC)    the identity
of the Controlling Class Representative;


 


(DD)   such additional
information as contemplated by Exhibit D to this Agreement; and


 



    	-307- 



     


    


 


(EE) the
information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund that
were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage
Loan Purchase Agreements.


 


In the case of information furnished pursuant to
subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


 


On each Distribution Date, the
Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R Certificate
a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the
amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC on such Distribution
Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially
comparable information pursuant to any requirements of the Code as from time to time in force. Subject to any potential liability
for willful misconduct, bad faith or negligence under Sections 6.01, 6.03, 8.01 or 8.05, applicable,
none of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the accuracy
or completeness of any information supplied to it by or on behalf of a Mortgagor (or a third party on its behalf), any Mortgage
Loan Seller (including the information in the Prospectus), another party to this Agreement or a party to an Outside Servicing Agreement
that is included in any reports, statements, materials or information prepared or provided by it.


 


The Certificate Administrator
shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of
item (vii) below, solely to Certificateholders and Certificate Owners, and provided that the Prospectus, Distribution Date
Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public, and provided further that any Privileged
Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided herein with
respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative), the following
items:


 


(i)            the
following “deal documents”:


 


(A)       the
Prospectus;


 


(B)        this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)        CREFC®
Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 



    	-308- 



     


    

 


(ii)           the
following “Commission EDGAR filings”:


 


(A)       any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)          the
following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)       the
Distribution Date Statements;


 


(B)        the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator
has received such report or file; and


 


(C)        all
Operating Advisor Annual Reports;


 


(iv)          the
following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(A)        the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section
3.21 of this Agreement;


 


(B)        any
inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the
Certificate Administrator pursuant to Section 3.18 of this Agreement; and


 


(C)        any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)           the
following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)       notice
of any release based on an environmental release under this Agreement;


 


(B)        notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)        notice
of final payment on the Certificates;


 


(D)       all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Certificateholders
of the termination of the Master Servicer or the Special Servicer;


 


(E)        notice
of termination or resignation of the Master Servicer or the Special Servicer;


 



    	-309- 



     


    

 


(F)        notice
of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor Trustee
or the successor Certificate Administrator, as applicable;


 


(G)        any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement or the Asset Representations
Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)        any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(I)         notice
of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance of appointment
by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 


(J)         notice
of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final Asset
Review Report received by the Certificate Administrator;


 


(K)        any
notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


 


(L)        any
and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(M)       notice
of the termination of the Trust;


 


(N)        any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event or an Operating
Advisor Consultation Trigger Event has occurred;


 


(O)        any
notice of the occurrence of an Operating Advisor Termination Event;


 


(P)        any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)       any
assessments of compliance delivered to the Certificate Administrator;


 


(R)        any
attestation reports delivered to the Certificate Administrator;


 



    	-310- 



     


    

 


(S)        any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.07;


 


(T)        any
Proposed Course of Action Notice;


 


(vi)          the
Investor Q&A Forum;


 


(vii)         solely
to Certificateholders and Certificate Owners that are Privileged Persons, the Investor Registry; and


 


(viii)        the
“Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor
regarding non-compliance by DBNY or the Third Party Purchaser with, or any other matter related to, Regulation RR);


 


provided that with respect
to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Mortgage
Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a
Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the
Certificate Administrator has been notified of such Excluded Mortgage Loan.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder (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 Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement shall prohibit
the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded
Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Controlling Class Representative or Controlling Class Certificateholder via the Certificate Administrator’s Website, such
Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with
Section 4.02(e) of this Agreement.


 


Notwithstanding any of the foregoing
to the contrary, if the Special Servicer is a Borrower Party with respect to any Mortgage Loan or Serviced Loan Combination, the
Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; provided, that the Special
Servicer hereby agrees not to access, and is not permitted to access, Excluded Special Servicer Information with respect to any
Excluded Special Servicer Mortgage Loan (but shall be permitted to access any information with respect to any Mortgage Loan other
than any related Excluded Special Servicer Mortgage Loan) made available on the Certificate Administrator’s Website or otherwise
pursuant to this Agreement. If the Special Servicer is a Borrower Party with respect to any Excluded Special Servicer Mortgage
Loan, the Special Servicer (i) shall not, directly or indirectly provide any information related to any Excluded Special Servicer
Mortgage Loan


 



    	-311- 



     


    

 


(which shall include, without limitation, any Excluded Information related to such Excluded Special Servicer Mortgage
Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any of its Affiliates involved
in the management of any investment in any related Borrower Party or the related Mortgaged Property or (C) to the extent known
to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party or
the related Mortgaged Property, 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. Notwithstanding any provision to the contrary herein,
the Certificate Administrator shall not have any obligation to restrict access by the Special Servicer or any Excluded Mortgage
Loan Special Servicer to any information on the Certificate Administrator’s website related to any Excluded Special Servicer
Mortgage Loan.


 


Any Person that is a Borrower
Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative or a Controlling
Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor Certification
substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1F hereto certifying to the effect
that it is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator in physical form of an investor
certification substantially in the form of Exhibit M-1G, which shall include each of the CitiDirect Login User ID associated
with such Excluded Controlling Class Holder, all information (other than Excluded Information related to the Excluded Controlling
Class Mortgage 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 Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower
Party)) available on the Certificate Administrator’s Website.


 


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded
Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access
all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate
Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B hereto from the Controlling
Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class
Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification in the form of Exhibit
M-1C hereto from the Controlling Class Representative 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 Mortgage Loan(s). In the event the
Controlling Class Representative or a Controlling Class Certificateholder, as the case may be, becomes an Excluded Controlling
Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit M-1F to the effect that such party is an Excluded
Controlling Class Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed in such notice and shall also provide
the Certificate Administrator a notice substantially in the form of Exhibit M-1G listing the CitiDirect Login User ID associated
with such Excluded Controlling Class Holder and directing the Certificate


 



    	-312- 



     


    

 


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 M-1C (which certification shall include, among other things,
an acknowledgement and agreement by such Excluded Controlling Class Holder that it is prohibited from accessing and reviewing (and
it agrees not to access and review) any Excluded Information with respect to any Excluded Controlling Class Mortgage Loans for
which it is a Borrower Party) 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 Mortgage
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 Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party) made
available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded Controlling Class
Mortgage Loan that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via email to loandata@citi.com in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan number, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information on a separate excluded loan tab on the Certificate Administrator’s website (and, if possible
at a later time, on a loan-by-loan basis). Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Controlling
Class Representative and all Controlling Class Certificateholders are not Excluded Controlling Class Holders except to the extent
that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received
notice from the Controlling Class Representative or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be
liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder or disclosure of Excluded
Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable,
did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan (including,
in the case of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the
Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the
form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the
Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded
Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded


 



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Controlling
Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of such Controlling Class Representative or Controlling Class Certificateholder, (D) any Affiliate involved in the management of
any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in any 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 a Risk Retention
Consultation Party or a Holder of any Class VRR Certificate receives access pursuant to this Agreement to any information relating
to an Excluded RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder is a Borrower Party) and/or the related
Mortgaged Property (which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports
(or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded
Mortgage Loan Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding
the Special Servicer’s net present value determination, Collateral Deficiency Amount determination or any Appraisal Reduction
Amount calculations, and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer,
supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, 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), whether
on the Certificate Administrator’s Website or otherwise, such Risk Retention Consultation Party or such Holder of a Class
VRR Certificate, as applicable, shall be deemed to have agreed that it (i) will not provide any such information to (A) the related
Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or such Holder of a Class VRR Certificate
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 order to comply with the limitations
described in clause (i) above. 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
such Excluded Mortgage Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool
level. Notwithstanding anything to the contrary in this Agreement, a Risk Retention Consultation Party will be permitted to share
with any Holder of a Class VRR Certificate any Major Decision Reporting Package that such Risk Retention Consultation Party has
received in connection with the exercise of its consultation rights pursuant to Section 6.09(a).


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and
assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed
by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate
Administrator’s internet website, the Certificate Administrator may require registration and acceptance of a disclaimer and
may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality
agreement (which may be in the form of a web page “click-through”). The Certificate Administrator shall not be liable
for the dissemination of information in accordance


 



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with this Agreement. Notwithstanding anything herein to the contrary, the Certificate
Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded Controlling Class Mortgage
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 an Excluded
Controlling Class Mortgage Loan.


 


The Certificate Administrator
shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s website of
any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


 


The Certificate Administrator
shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number 1-888-855-9695.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Serviced Companion
Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is a Mortgagor,
a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only
the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings
on the Certificate Administrator’s Website which are being made available to the general public. The provisions in this Section
shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website
maintained by the Master Servicer.


 


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 and requests in writing, a statement containing the information as to the applicable
Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above, aggregated for such calendar
year or applicable portion thereof during which such person was a Certificateholder, together with such other information as the
Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to
enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator
shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code as from time to time are in force.


 


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 Certificateholders and Certificate Owners that are
Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statements, (b)
the Master Servicer or the Special Servicer, as applicable, relating to the servicing


 



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reports prepared by that party and being
made available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans) or the
related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other reports prepared
by the Operating Advisor or actions by the Special Servicer referenced in such reports (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 Operating Advisor, the Master Servicer or the Special Servicer, as applicable, the Certificate
Administrator shall forward the Inquiry to the appropriate Person and, in the case of an inquiry relating to an Outside Serviced
Mortgage Loan, to the applicable party under the related Outside Servicing Agreement, in each case within a commercially reasonable
period following receipt thereof.


 


Within a commercially reasonable
time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply
of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. In the case
of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain
an answer from the related Outside Servicer or the related Outside 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 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 Operating Advisor, the Master Servicer or the Special Servicer 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, this Agreement (including
requirements in respect of non-disclosure of Privileged Information) or the applicable Loan Documents, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, (v) answering any Inquiry would require the
disclosure of Privileged Information (subject to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, then it shall not be required to answer such Inquiry and, in the case of the Operating Advisor,
the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of such determination. In addition,
no party shall post or otherwise disclose any direct communications with the Directing Holder or any Risk Retention Consultation
Party (in its capacity as a 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. 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 which are not submitted via the Certificate Administrator’s Website.
Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers
from any of the Depositor, the Underwriters, the Initial Purchasers or any of their respective Affiliates. None of the Underwriters,
Initial Purchasers, Depositor, any of their respective affiliates or any other


 



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person will certify as to the accuracy of any of
the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content
of any such information. No party to this Agreement shall disclose Privileged Information in the Investor Q&A Forum.


 


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 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 will be required to certify that
(a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator to make its
name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other
registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory fields
such as the individual’s name, the company name and e-mail address, as well as certain optional fields such as address, phone,
and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that
it wishes to be removed from the Investor Registry (which notice may not be within 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.


 


Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection
reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master
Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require
the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon filing with the IRS, the
Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC and shall
furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time to time
such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may reasonably
request.


 


The specification of information
to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or
calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Certificate Owners)
shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized to furnish,
to any Privileged Person any other information (such other information, collectively, “Additional Information”)
with respect to the Mortgage Loans or Serviced Loan Combination, the Mortgaged Properties or the Trust Fund as may be provided
to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from
time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall
only be furnished with the consent or at the request


 



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of the Depositor (except pursuant to clause (E) below or to the extent such
information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the
source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate
in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information as it may,
in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability
of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be
entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred
in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the Certificate
Administrator shall be entitled to distribute or make available such Additional Information in accordance with such reasonable
rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement that provides
such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the Certificates
be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or appropriate).
Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute
any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any liability for
furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator shall be entitled
(but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional Information,
if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction or
request given to it pursuant to this Section be made in writing.


 


The Depositor hereby authorizes
the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex
Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit Group Limited or such other
vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made
available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)       No
later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b), the
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special
Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and
the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC®
REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (3)
CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5) the
CREFC® Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates,
the CREFC® Comparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9)
the CREFC® Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


 



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With respect to each Serviced
Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause to be delivered to the
related Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator pursuant to
this Section 4.02(b) (which shall include all loan-level reports constituting the CREFC® Investor Reporting
Package (IRP)), to the extent related to such Serviced Companion Loan, the related Mortgaged Property or the related Mortgage Note,
no later than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day immediately following the “determination
date” (or analogous concept) set forth in the related Other Pooling and Servicing Agreement.


 


No later than the Business Day
prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for
each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such report
for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and
does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date;
(b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s
possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).


 


The Master Servicer shall provide
to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File no later than 4:00 p.m. on
the third Business Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more
spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC®
Loan Setup File.


 


No later than 2:00 p.m., New
York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (i) a CREFC® Loan Periodic Update File setting forth certain information
with respect to the Mortgage Loans and Mortgaged Properties and (ii) the CREFC® Appraisal Reduction Template, to the extent
received, or prepared pursuant to Section 3.10(a) of this Agreement, by the Master Servicer.


 


The Master Servicer shall prepare
the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based on the initial
data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Mortgage Loan Purchase
Agreements and the Supplemental Servicer Schedule.


 


No later than the Business Day
prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator (and the Certificate Administrator
shall deliver a copy to the Depositor by email to the Depositor’s email addresses set forth in Section 12.04) a single
CREFC® Schedule AL File (with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion
of the related reporting period covered by the Form 10-D required to be filed with respect to the subject Distribution Date pursuant
to Section 10.04) and any related Schedule AL Additional File, in each case, in the required format per Regulation AB and
in Excel format; provided, however, that the Master Servicer shall have no obligation to prepare or deliver


 



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the CREFC®
Schedule AL File or the Schedule AL Additional File unless and until the Depositor has delivered the items required pursuant to
Section 2.01(j); and provided, further, that, if the Master Servicer has not received the items required pursuant
to Section 2.01(j) from the Depositor prior to the time it would need such items in order for the Master Servicer to prepare
the CREFC® Schedule AL File with respect to the first Distribution Date, the Master Servicer shall request such
items from the Depositor, including by email to the email addresses for the Depositor set forth in Section 12.04. If the
CREFC® Schedule AL File is not provided by the Master Servicer to the Certificate Administrator by 5:00 p.m. (New
York city time) on the Business Day prior to any Distribution Date, the Certificate Administrator shall notify the Depositor in
writing and also request such CREFC® Schedule AL File from the Master Servicer via email to ssreports@wellsfargo.com.
Any questions that the Depositor may have relating to any CREFC® Schedule AL File and Schedule AL Additional File
prepared by the Master Servicer shall be directed to ssreports@wellsfargo.com. The Master Servicer shall be entitled to conclusively
rely, absent manifest error, without any due diligence, investigation or verification, on: (1) the content, completeness and accuracy
of the Initial Schedule AL File, the Initial Schedule AL Additional File and Annex A to the Prospectus, in each case, as of the
Closing Date; and (2) the compliance, as of the Closing Date, of the Initial Schedule AL File and the Initial Schedule AL Additional
File with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Items 601(b)(102) and 601(b)(103) of Regulation
S-K, in each case as in effect on the Closing Date and only to the extent such requirements relate to filings required to be made
in connection with the Preliminary Prospectus and the Prospectus. Any Schedule AL Additional File that the Master Servicer determines,
in accordance with the Servicing Standard, to deliver in connection with any CREFC® Schedule AL File prepared by
the Master Servicer pursuant to this paragraph shall be delivered in the required format per Regulation AB and in Excel format
to the Certificate Administrator concurrently with the delivery of the related CREFC® Schedule AL File. With respect
to each Outside Serviced Mortgage Loan, the Master Servicer shall include information required by Items 1111(h) and 1125 of Regulation
AB relating to such Outside Serviced Mortgage Loan that it receives from the related Outside Servicer under the applicable Outside
Servicing Agreement or obtains from the related Mortgagor’s financial statements in the single CREFC® Schedule
AL File and/or Schedule AL Additional File, as applicable, that it delivers to the Certificate Administrator for the subject Distribution
Date. The Master Servicer shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files
unless multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master
Servicer.


 


In addition, the Master Servicer
(with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare the following with respect to each Mortgaged Property and REO Property, in each case other than with
respect to any Outside Serviced Mortgage Loan:


 


(i)       Within
30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect to the calendar
quarter ending March 31, 2018, a CREFC® Operating Statement Analysis Report (but only to the extent the related
Mortgagor is required by the related 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 such calendar quarter; provided, however,
that any analysis or report with respect to the first calendar quarter of each year shall not be


 



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required to the extent provided
in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC®
guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a
Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage
Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Performing Serviced Loans) or Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator, the
Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other
Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement Analysis Report upon request;
and


 


(ii)       Within
30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer
(with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to the calendar
year ending December 31, 2017 (solely to the extent the related Mortgagor provides sufficient information to report consistent
with CREFC® guidelines), a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor
is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information),
presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used
by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special Servicer or
the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan
Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means
the CREFC® NOI Adjustment Worksheet upon request.


 


Notwithstanding anything to the
contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor, (a) the Master Servicer (with
respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall
be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC files, reports
and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance with) the
Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations of the
Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.


 


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement), to each Certificateholder, to each party
hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with
an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI
Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination
and delivered to the Certificate Administrator.


 


Upon request (and in any event,
not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection
Account), the


 



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Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer for the
related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider a statement, setting forth the status of the Collection Account and each Loan Combination Custodial Account as of the
close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required
by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required remittance that has not
been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the preceding Master
Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer
Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Loan Combination Custodial
Account for each category of deposit specified in Section 3.05(a) of this Agreement and each category of withdrawal specified
in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as
to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate Administrator
or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced Loan Combinations
in the possession of the Master Servicer (which information shall be based upon reports delivered to the Master Servicer by the
Special Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master
Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform
its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of the Master
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having
received from the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer
necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible
for the accuracy or content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant
to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 


The obligation of the Special
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having
received from the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer
necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not be responsible
for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant
to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to an Outside Serviced
Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons
as described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),
with reasonable promptness following such Master Servicer’s receipt of


 



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such information from the related Outside Servicer
under the applicable Outside Servicing Agreement.


 


(c)       Not
later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for each
Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®
Special Servicer Loan File. The Special Servicer shall also deliver to the Certificate Administrator, upon the reasonable written
request of the Certificate Administrator, any and all additional information in the possession of the Special Servicer relating
to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside Serviced Mortgage Loan).


 


The Special Servicer shall cooperate
with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably
requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside
Serviced Mortgage Loan).


 


The Master Servicer may make
available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The
Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combination available on any website that it
has established.


 


With respect to an Outside Serviced
Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent received
from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above
in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with reasonable
promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related
Outside Servicing Agreement.


 


Upon the reasonable request of
(i) any Certificateholder or Certificate Owner that has delivered an appropriate Investor Certification or (ii) any other Privileged
Person so identified by a Certificate Owner or an Underwriter, the Master Servicer shall provide (or forward electronically) at
the expense of such Privileged Person, Certificateholder or Certificate Owner, as applicable, copies of any appraisals, operating
statements, rent rolls and financial statements obtained by the Master Servicer; provided that in no event shall an Excluded Controlling
Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which
it is a Borrower Party; and provided, further, that no Certificateholders or Certificate Owners shall be given access to or be
provided copies of, any Mortgage Files or Diligence Files. In connection with such request, the Master Servicer may require (1)
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that (a) such Person will keep such information confidential and will use such information only
for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or Certificate Owner
may have under this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate Owner, such Person
is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such
reports or


 



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information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except that, other
than for extraordinary or duplicate requests, the Directing Holder (but, in the case of the Controlling Class Representative, only
if a Consultation Termination Event does not exist) will be entitled to reports and information free of charge. For the avoidance
of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status Reports available to any Certificateholders
or Certificate Owners 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 (provided that the Special Servicer shall provide a summary of each
Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)).


 


(d)       The
Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty License
Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the Collection
Account.


 


(e)       Upon
the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that, in either case,
is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master Servicer’s
(in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer,
shall provide or make available (or forward electronically) to the Controlling Class Representative or such Controlling Class Certificateholder,
as applicable, (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder, as applicable)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, is an Excluded
Controlling Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling
Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder, as
applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may
require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or Special Servicer, generally to the effect that such Person is the Controlling Class Representative or a
Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the
Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled
to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder, as applicable,
of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative or Controlling
Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance
of doubt, the Special Servicer referenced in this Section 4.02(e) shall include any applicable Excluded Mortgage Loan Special
Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


 


Section 4.03        Compliance
With Withholding Requirements.


 



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(a)       Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to
payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Paying Agent
or its agent withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any
amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)       Each
Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges
that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax
may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that may
be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and
understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the
Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing,
if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient
of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),
such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the
time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation
prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably
requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA,
to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to
deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code
and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance
issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections,
regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments
made to FATCA after the date of this Agreement.


 


Section 4.04        REMIC Compliance.


 


(a)       The
parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify
it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an


 



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election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its
first taxable year ending December 31, 2017, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates) and the IRS and applicable
state and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC
Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses
(i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each
Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code
or comparable provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and Lower-Tier
REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811
or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the Certificates may
contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC
for this purpose), together with such additional information as may be required by such IRS Form, and shall update such information
at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date
to provide any information reasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such
filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules,
statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual
basis.


 


The Holder of the largest Percentage
Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations Section
1.860F-4(d) and “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223, to the extent
such provision is applicable to the Trust REMICs). If more than one Holder should hold an equal Percentage Interest in the Class
R Certificates larger than that held by any other Holder, the first such Holder to have acquired such Class R Certificates shall
be such tax matters person (or partnership representative if applicable). The Certificate Administrator shall act as attorney-in-fact
and agent for the tax matters person (or partnership representative if applicable) of each Trust REMIC, and each Holder of a Percentage
Interest in the Class R Certificates, by acceptance thereof, is deemed to have consented to the Certificate Administrator’s
appointment in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred
by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust
Fund. The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the
Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any
residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance
thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as agent for any tax matters
person or other representative of each Trust REMIC that can be designated under the Code.


 



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The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties
if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may
be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax
on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take
any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized
by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect
to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with
any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated by clauses (i) through
(iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence of any “prohibited
transactions” within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the
Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (a) result in a
taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income
from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii)
not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under the REMIC Provisions
to be held by such Trust REMIC (provided, however, that the receipt of any income expressly permitted or contemplated
by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of any “interests,”
within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Regular Certificates and the Upper-Tier Residual
Interest, or in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of
the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate
Administrator to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer
shall cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s,
the Master Servicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably
necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.


 


(b)       The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan will
pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided
that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer,
the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described in Section 9.01
of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by
the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 



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Section
4.05        Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or
assessments, additional amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts
otherwise distributable with respect to the Regular Certificates and the Class R Certificates; provided that any taxes
imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or
local jurisdiction shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with
respect to the REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from the
REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts amounts reasonably
determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return
to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount in excess of
the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property
that exceeds the amount in any such reserve shall be retained from Aggregate Available Funds as provided in Section
3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate
Administrator is hereby authorized to and shall retain or cause to be retained from the Distribution Account in determining
the amount of Aggregate Available Funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax
as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of the Trust Fund, 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 or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any
“prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after
the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to
pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that any such tax
is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to
the Holders of the Class R Certificates in respect of the related residual interest and shall distribute such retained
amounts to the Holders of Regular Certificates or to the Certificate Administrator in respect of the Lower-Tier Regular
Interests until they are fully reimbursed and then to the Holders of the Class R Certificates in respect of the related
residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be
responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a breach of a
representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an
act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in
contravention of this Agreement in both cases, provided, further, that such breach, act or omission could
result in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable, or Section
4.04 or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything in
this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for
the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying
Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches,
acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the
Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts
or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different


 



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entity than the
Certificate Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06        Remittances;
P&I Advances.


 


(a)       On
the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)        remit
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period
relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of
the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator);


 


(ii)       remit
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Aggregate Available
Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e) of the definition
of “Aggregate Available Funds”);


 


(iii)      remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)      make
a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account, in
an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any Mortgage
Loan related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received by the Master Servicer
on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period) in the same month
as (or, in the case of an Outside Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage Loan as of the
close of business on the Business Day immediately preceding) such Master Servicer Remittance Date), except that the portion of
such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan shall
not be remitted to the Certificate Administrator but shall instead be remitted to CREFC® and the portion of such
P&I Advance equal to the Operating Advisor Fee or the Trustee/Certificate Administrator Fee shall, to the extent the subject
fee remains unpaid to the applicable party hereunder, shall be deposited in the Collection Account for payment to such party;


 


(v)       remit
to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the related
Distribution Date;


 


(vi)      remit
to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess Liquidation
Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master
Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and
not previously so remitted to the Certificate Administrator), if any; and


 



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(vii)     remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 


Neither the Master Servicer nor
the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield
Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be advanced in respect of delinquent
payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the amount
otherwise required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving effect
to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage
Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and the denominator of which
is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Appraisal Reduction
Amounts shall not affect the principal portion of any P&I Advances.


 


Any amount advanced by the Master
Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this Agreement
and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer shall have
no obligation to make any P&I Advance.


 


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance
Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m., New
York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made
on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator
shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the
Lower-Tier REMIC Distribution Account in immediately available funds an amount equal to the P&I Advances otherwise required
to have been made by the Master Servicer.


 


Neither the Master Servicer nor
the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is otherwise
required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable, or the Special Servicer determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I
Advances that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee has
made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master Servicer or the Trustee that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of the Trustee, in its good faith
business judgment, and shall be evidenced by an Officer’s Certificate as set forth in Section 4.06(b). In connection
with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether a P&I Advance previously made
or to be made constitutes or would constitute a Nonrecoverable Advance:


 



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(A)       any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related Mortgage
Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged Properties
in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among
other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)        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 may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information for such purposes;


 


(C)        the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I Advance,
if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may deliver
to the Master Servicer, the Trustee and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event) notice of such determination, which determination shall be conclusive and binding on the Master Servicer and
the Trustee;


 


(D)        although
the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have no right
to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made) by
the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the
Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance
constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special
Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously
made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)        any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect
to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee;


 


(F)        the
Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)        the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has


 



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failed to
make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would
be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06 unless
the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes a determination
prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


 


(H)        the
Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer the
Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable
P&I Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)         notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any P&I Advance would be recoverable.


 


The Master Servicer or the Trustee,
as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon) to the extent
permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer hereby
covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted
by applicable law and the related Mortgage Loan.


 


Within 2 Business Days of making
a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the Trustee, as applicable, shall
provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Loan Combination,
the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced
Companion Loan or (ii) if such Mortgage Loan is part of an Outside Serviced Loan Combination, the related Outside Servicer, Outside
Special Servicer and Outside Trustee of the related Outside Securitization Trust.


 


With respect to P&I Advances
and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal
reduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the
terms of the applicable Outside Servicing Agreement.


 


(b)       The
determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or
with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer’s Certificate delivered


 



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on or prior to the next Master Servicer Remittance Date
to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the holder of any related Pari Passu Companion Loan or its Companion Loan
Holder Representative (in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person making the determination),
the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards
of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall
consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if
such amounts were unreimbursed P&I Advances.


 


(c)       With
respect to each Outside Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, has
determined that a proposed P&I Advance if made, or any outstanding P&I Advance previously made, with respect to such mortgage
loan would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide
the related Outside Servicer and Outside Special Servicer written notice of such determination (including, without limitation,
any such determination made by the Special Servicer, to the extent the Master Servicer or the Trustee has received an Officer’s
Certificate with respect to such determination in accordance with Section 4.06(b)) within two (2) Business Days after such
determination was made.


 


In connection with each Outside
Serviced Mortgage Loan, any determination by the Master Servicer, the Trustee or the Special Servicer that any P&I Advance
made or to be made with respect to such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto)
is or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of
any determinations) made under the applicable Outside Servicing Agreement regarding nonrecoverability of debt service advances
on the related Outside Serviced Companion Loan.


 


(d)       If
the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA to the effect
that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any Class of Certificates and citing
servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating
action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall


 



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promptly
notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 


Section 4.07        Grantor Trust
Reporting.


 


(a)       The
Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.


 


(b)       The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause to be timely filed with the
IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the
respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect to the VRR Specific
Grantor Trust Assets, the Class S Specific Grantor Trust Assets and proceeds thereof as such amounts are received or accrue, as
applicable.


 


(c)       (i)
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall 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. With respect to the Class S Certificates, the Certificate Administrator is hereby directed to
assume that Hare & Co. is the only “middleman” as defined by the WHFIT Regulations unless it has actual knowledge
to the contrary or the Depositor provides the Certificate Administrator with the identity of any other “middlemen”.
The Certificate Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in
the event that the IRS makes a determination that is contrary to the first sentence of this paragraph.


 


(ii)       The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or 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 the Certificate Administrator’s 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.


 


(iii)      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 that is not in its possession
being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, by acceptance of its interest in such class of securities, will be deemed to have


 



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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 Certificates, 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.


 


(d)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so published
will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to keep the
website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the Certificate
Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall not be liable
for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


 


Section 4.08        Calculations.


 


Provided that the Certificate
Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate
Administrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions
to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a)
and the actual and deemed allocations of Realized Losses and VRR Realized Losses to be made pursuant to Section 4.01. The
Certificate Administrator shall calculate the Principal Distribution Amount, the VRR Principal Distribution Amount, the Aggregate
Principal Distribution Amount, the Interest Distribution Amounts, the VRR Interest Distribution Amount and the VRR Realized Loss
Interest Distribution Amount for each Distribution Date and shall allocate such amounts among Certificateholders in accordance
with this Agreement. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation to recompute,
recalculate or otherwise verify any loan-level information provided to it by the Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.08 shall, in the absence of manifest error, be deemed to be correct for all
purposes hereunder.


 


Section 4.09        Secure
Data Room. (a) Within 60 days of the Closing Date, the Certificate Administrator shall create a Secure Data Room, and the
Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’ Diligence File Certifications and
(ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which the Depositor has
received a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to the
Certificate Administrator (but solely with respect to any Diligence File(s) received by the Depositor as to which it has
received the related Mortgage Loan Seller’s Diligence File Certification) an electronic copy of the Diligence Files for
the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. After the 120th day following
the Closing Date, the Depositor may deliver any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator
if it has not previously delivered such Mortgage Loan Seller’s Diligence Files to the Certificate Administrator. Upon
receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File to the Secure Data
Room. Access to the


 



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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
KK hereto. 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 to the Secure Data Room other than
the contents of the Diligence Files initially delivered to it by the Depositor with respect to each Mortgage Loan Seller.


 


(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 is posted in error, the Certificate Administrator may remove such document from the Secure Data Room. The Certificate
Administrator shall not have any obligation to produce physical or electronic copies of any document 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 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 documents necessary to perform its duties and responsibilities under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may (but shall not be obligated to) direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 



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Article
V



THE CERTIFICATES


 


Section 5.01        The Certificates.   (a)
The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, the Class A-AB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates,
the Class X-E Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates,
the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class VRR Certificates, the Class R Certificates
and, if the Trust Fund includes one or more ARD Mortgage Loans on the Closing Date, the Class S Certificates.


 


Each Class of Certificates will
be substantially in the forms annexed hereto as Exhibits A-1 through A-19, respectively, 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 Public Certificates (other than the Class X-A and Class X-B Certificates) shall be issued in minimum denominations
of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class X-D, Class X-E, Class
S and Class R Certificates and the VRR Interest) shall be issued in minimum denominations of $100,000 and integral multiples of
$1 in excess thereof. The Class VRR Certificates shall be issued in minimum denominations of $100,000 and integral multiples of
$0.01 in excess thereof. The Class X-A, Class X-B, Class X-D and Class X-E Certificates shall be issued, maintained and transferred
only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples of $1
in excess thereof. If the initial Certificate Balance or initial Notional Amount, as applicable, of any Class of Regular Certificates
does not equal an integral multiple of $1, then a single Certificate of such Class may be issued in a minimum denomination of authorized
initial principal balance or initial notional amount, as applicable, that includes the excess of (i) the initial Certificate Balance
or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1 that does not exceed such
amount. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class
R Certificates and in integral multiples of 1% in excess thereof. If issued, the Class S Certificates shall be issued, maintained
and transferred in minimum percentage interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Administrator 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 Administrator countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Administrator (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.


 



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Section 5.02        Form and Registration.


 


(a)       Each
Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Global 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.


 


(b)       Unless
and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests in such
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.


 


(c)       No
transfer of any Private 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 is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then:


 


(i)        The
Certificates of each Class of the Private Certificates (other than the Certificates constituting the RR Interest, the Class S Certificates
and the Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented
by a temporary global 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 Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the Private 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 Global Certificate may be held only through Euroclear or
Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate
may be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Global


 



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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 Global Certificate shall not be made to the holders of such
beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for
purposes of effecting the exchanges contemplated by the preceding paragraph. Citibank, N.A. 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 Citibank, N.A. is removed as Certificate Administrator, then Citibank, N.A.
shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator (or, if the
same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being removed from
both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may be the Certificate
Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 


(ii)            The
Certificates of each Class of Private Certificates (other than the Certificates constituting the RR Interest, the Class S Certificates
and the Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”), 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 Global 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.


 


(iii)           The
Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers, the Certificates constituting the RR Interest, the Class S Certificates
and the Class R Certificates (collectively, the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, in each case 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.


 



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(d)       Owners
of beneficial interests in Global 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 Global Certificates of such Class or ceases to
be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90
days of such notice; (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 Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private Certificate,
all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however, that
under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global
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 Global Certificates and upon surrender by the Depository of any Global Certificate of such Class
and receipt from the Depository of instructions for reregistration, 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 Global Certificate,
the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)       If
any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject
to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer
shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions
of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange
or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed
to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and
a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in
exchange therefor or upon transfer thereof.


 


(f)       During
the RR Interest Transfer Restriction Period, any Certificate constituting a portion of the 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 each Certificate constituting the RR Interest in safekeeping and shall release the same only upon receipt of a written
direction signed by each of the Depositor (except in the case of the HRR Interest), the Retaining Sponsor and the Holder of such
Certificate (not to be unreasonably delayed, conditioned or withheld except based on restrictions under Regulation RR), and in
accordance with any


 



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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 each Certificate constituting the RR Interest shall be held and which shall
be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish
any number of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. Each Certificate constituting
the RR Interest to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon
receipt by the Certificate Administrator of any Certificate constituting a portion of the RR Interest in connection with the initial
issuance thereof and, for so long as the Certificates constituting the RR Interest are held in the Retained Interest Safekeeping
Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article
V of any Certificate constituting a portion of the RR Interest, the Certificate Administrator shall deliver to the related
Retaining Party a receipt in the form set forth in Exhibit MM. No amounts distributable with respect to any Certificate
constituting a portion of the RR Interest shall be remitted to the Retained Interest Safekeeping Account, but instead shall be
remitted directly to the applicable Retaining Party in accordance with written instructions provided separately on the Closing
Date (and any updates to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator.
Under no circumstances by virtue of safekeeping any Certificate constituting a portion of the RR Interest shall the Certificate
Administrator be obligated to bring legal action or institute proceedings against any Person on behalf of the Retaining Parties.
During the RR Transfer Restriction Period and for such longer time as the related Retaining Party may request, the Certificate
Administrator shall hold each individual Certificate constituting 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:


 


Citibank, N.A.


Vault Operations Level B


399 Park Avenue


New York, NY 10022


 


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 a Certificate evidencing the RR Interest shall be subject to this Article V. During the RR Interest Transfer
Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator
shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the
executed Certificates held by it in the Retained Interest Safekeeping Account.


 


(g)       To
the extent that the aggregate value and/or Certificate Balance of the RR Interest is in excess of the amount or percentage of risk
retention required pursuant to Regulation RR, such excess portion of the RR Interest shall nevertheless be deemed to be subject
to the requirements of Regulation RR and any Certificate evidencing such excess portion of the RR Interest shall be subject to
all of the provisions in this Agreement applicable to the RR Interest including, without limitation, the provisions of this Article
V.


 



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Section 5.03        Registration
of Transfer and Exchange of Certificates.


 


(a)       The
Certificate Administrator shall keep or cause to be kept at its principal offices 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 Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule
144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor,
the Master Servicer and the Special Servicer any notices from the Certificateholders. In its capacity as Certificate Registrar,
the Certificate Administrator shall be responsible for, among other things, holding each Certificate constituting the RR Interest
as Definitive Certificates on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


 


(b)       Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Administrator 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global 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 Global Certificate for an interest in the Temporary Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take
delivery thereof in the form of an interest in the Temporary Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.11 of this Agreement, 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 Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 E to this Agreement 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 Global 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global 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


 



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interest in the Temporary Regulation S Global Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being
exchanged or transferred.


 


(d)       Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global 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 Global Certificate for an interest in the Regulation S Global Certificate of the same Class,
or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in
the form of an interest in a Regulation S Global 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 Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global Certificate in an amount equal to
the beneficial interest in the Rule 144A Global 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 F to this Agreement given by the holder of such beneficial interest, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate
and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Global 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 Global Certificate equal to the
reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged
or transferred.


 


(e)       Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or
Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.11 of this Agreement, 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 Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation
S Global Certificate to be exchanged, such instructions to contain information regarding the


 



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participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global 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 Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A
Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement given
by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S
Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified
Institutional Buyer 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 Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation
S Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global 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 Global Certificate or Regulation S Global Certificate that
is being transferred.


 


(f)       Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global 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 H to this Agreement from the holder of a beneficial interest in such Temporary Regulation
S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the
same Class of Private Certificates. 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 Global Certificate, representing the
aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in
the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or
certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the
certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of
this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S
Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged
and shall endorse the Regulation S Global 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 Global Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate
and Rule 144A Global Certificate authenticated and delivered hereunder.


 



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(g)       Non-Book
Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than
any Certificate constituting a portion of the RR Interest during the RR Interest Transfer Restriction Period, a Class S Certificate
or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global
Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled
to take delivery thereof in the form of an interest in a Global 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 Global Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global 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 I to this Agreement (in the
event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J
to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of
Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then
the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
and shall, if applicable, direct the Certificate Administrator to 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 Global 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 institution specified
in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion
of the Non-Book Entry Certificate so canceled.


 


(h)       Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate,
Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form
of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by the Depositor, an Initial
Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor substantially
in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from the proposed transferee
substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required by the Certificate Registrar,
an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration
under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel
shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the


 



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Operating Advisor, the
Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such).


 


(i)        Transfers
of Certificates Constituting the RR Interest. At all times during the RR Interest Transfer Restriction Period, if a transfer
of any Certificate constituting a portion of the RR Interest is to be made (other than in connection with (1) the transfer to CGMRC
on the Closing Date, pursuant to the CGMRC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest,
and (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting
the VRR2 Interest, 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 L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the
case of a transfer of Certificates constituting the HRR Interest), which such certification must be countersigned by the applicable
Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting
the HRR Interest, the Depositor with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of
Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), which
such certification must be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor
(if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor with
a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar
shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section
5.03(i), and Section 5.03(n), reflect such Certificate constituting the RR Interest in the name of the prospective Transferee.
In no event shall a Certificate evidencing the RR Interest be held as a Global Certificate during the RR Interest Transfer Restriction
Period. In connection with each transfer of a Certificate constituting a portion of the RR Interest after the Closing Date, the
transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses
related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received
by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete
the requested transfer.


 


(j)        Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth
in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of clauses (c) through (f), (h) and (i) 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 Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 



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(l)        If
Private 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 Private 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, Rule 144 or Regulation
S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 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)       No
Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence), Class S Certificate or Class
R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee
benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section
4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets of which are considered Plan
assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law (as defined
below), an insurance company that is using the assets of separate accounts or general accounts which include Plan assets (or which
are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of a Plan (each, a
“Plan Investor”) to purchase such Certificate. In addition, no ERISA Restricted Certificate or interest therein
may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan or Plan Investor, unless
(i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted
Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and
(iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate, Class
VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), Class S Certificate or Class R Certificate or interest
therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be 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 fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”),
or to any Person acting on behalf of any such plan or using the assets of such plan to acquire such Certificate or interest therein
unless, in the case of an ERISA Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest
therein would not constitute or otherwise result in a non-exempt violation of Similar Law. Except in connection with the transfer
or deemed transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor,
each prospective transferee of an ERISA Restricted Certificate, a class VRR Certificate (regardless of whether it is an ERISA Restricted
Certificate) a Class S Certificate or a Class R Certificate in the form of a Non-Book Entry Certificate form shall deliver to the
transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee representation letters, substantially
in the form of Exhibit L-3 and Exhibit L-4 to this Agreement. Each beneficial


 



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owner of a Certificate (other than
a Class S or Class R Certificate) or any interest therein will be deemed to have represented, by virtue of its acquisition or holding
of such Certificate or interest therein, that either (i) it is not a Plan or Plan Investor, (ii) except in the case of an ERISA
Restricted Certificate or a Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), it has acquired
and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions
to the availability of the Underwriter Exemption, including that the Certificates must be rated, at the time of purchase, not lower
than “BBB-” (or its equivalent) by a rating agency that meets the requirements of the Underwriter Exemption and that
such Certificate is so rated and that it is an Institutional Accredited Investor or (iii) except in the case of a Class VRR Certificate
(unless it is being sold or transferred through Citigroup Global Markets Inc. or Deutsche Bank Securities Inc.), (1) it is an insurance
company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general
account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
Each beneficial owner of a Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law
shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition,
holding and disposition of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in
a non-exempt violation of Similar Law. 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.


 


(o)       Each
beneficial owner of any Certificate or any interest therein that is a Plan, including any fiduciary purchasing any such Certificate
on behalf of a Plan (“Plan Fiduciary”) will be deemed to have represented, by virtue of its acquisition or holding
of such Certificate that:


 


(i)        none
of the Depositor, the Trustee, the Certificate Administrator, any Underwriter, any Initial Purchaser, the Master Servicer, the
Special Servicer, the Operating Advisor, 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 such Certificate
by the 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 a 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 Exchange Act; or (e) has, and at all times that the Plan is invested in such 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 Plan investing in such Certificate in such capacity);


 



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(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 by the Plan of such Certificate;


 


(iii)      the
Plan Fiduciary is a “fiduciary” with respect to the 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 Plan’s acquisition of such
Certificate;


 


(iv)      none
of the Transaction Parties has exercised any authority to cause the Plan to invest in such Certificate or to negotiate the terms
of the Plan’s investment in such Certificate or receives a fee or other compensation from the Plan or Plan Fiduciary for
the provision of investment advice in connection with the acquisition by the Plan of such Certificate; 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 that no such entity has given investment advice or otherwise
made a recommendation, in connection with the Plan’s acquisition of such Certificate; and (b) of the existence and nature
of the Transaction Parties financial interests in the Plan’s acquisition of such Certificate.


 


The above representations in
this Section 5.03(o) are intended to comply with the U.S. Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a)
and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective,
these representations shall be deemed to be no longer in effect. None of the Transaction Parties is undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition of any Certificate by any Plan.


 


(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


 



    	-349- 



     


    

 


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, other than in connection with the initial Transfer thereof to the Initial Purchasers, 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
L-1 to this Agreement (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 expressly agrees to
be bound by and to comply with the provisions of this Section 5.03(p) and (y) other than in connection with the initial
issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser in connection with the initial
offering of the Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit
L-2A to this Agreement (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 the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)      Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(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, 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 60 days after a request for information from the transferor of such Residual
Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the
transferor of such Residual Ownership Interest or such agent such information necessary to the application of Code Section 860E(e)
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


 



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information to the transferor or to such
agent referred to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 


(iv)      The
Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified Institutional
Buyers.


 


(v)       The
Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified Institutional
Buyers or Institutional Accredited Investors.


 


(q)       Any
attempted or purported transfer in violation of the transfer restrictions set forth in this Article V 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.


 


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, the Trustee and the Certificate Administrator
such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice that such
Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator
to 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 Fund. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar and the Certificate Administrator 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 Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


 


Section
5.05        Persons Deemed Owners. The Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator 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 neither the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor 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 Certificate Owner (or prospective transferee) under the same
circumstances, and subject to the same conditions, as such report, statement or other information would be provided to a
Certificateholder.


 


Section
5.06        Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall
act as) a paying agent for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this
Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the


 



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Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is
consistent in all material respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer
and the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to Certificateholders
in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders
or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying
Agent shall at all times be an entity having a long-term unsecured debt rating of at least “BBB+” by Fitch and
“Baa1” by Moody’s, or shall be otherwise acceptable to each Rating Agency.


 


Section 5.07        Access to
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 or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information to
the Certificate Administrator at 388 Greenwich Street, 14th Floor, New York, New York 10013 Attention: Global Transaction Services
– CD 2017-CD5 (i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders,
(ii) states that such Certifying Certificateholder desires to communicate with other Certificateholders and Certificate Owners
with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which
Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the
receipt of such request (a “Communication Request”), furnish such Certifying Certificateholder (at such Certifying
Certificateholder’s sole cost and expense) a list of the names and addresses of the Certificateholders as of the most recent
Record Date as they appear in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the
names and addresses of Certificateholders from time to time upon request therefor.


 


(b)       The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(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.


 



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(c)       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. Any Certificateholder or Certificate Owner will be responsible for its own expenses in making
any Communication Request, but will not be required to bear any expenses of the Certificate Administrator. Any expenses the Certificate
Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.08        Actions of
Certificateholders.


 


(a)       Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required, to
the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator,
the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)       The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)       Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)       The
Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section
5.08 as it shall deem necessary.


 


Section
5.09      Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to
authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and
doing business under the laws of the United States of America or any state, having a principal office and place of business
in a state and city acceptable to the Depositor, having a combined capital and surplus of at least


 



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$15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The
Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts
such appointment.


 


Any entity into which the Authenticating
Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation
to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating
Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate
Administrator or the Authenticating Agent.


 


The Authenticating Agent may
at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and
the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 5.09.


 


The Authenticating Agent shall
have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation
paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating
Agent 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 the Authenticating Agent.


 


Section
5.10        Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the
Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the
Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the
Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt
written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the
terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the
Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator
to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each
Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “BBB” by Fitch and
“Baa2” from Moody’s, and shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07


 



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of this Agreement. Any
compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate
Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other
party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the
Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations
similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The
Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond
coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the
Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by
the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount
that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate
Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section
5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have
provided to the Trustee a Rating Agency Confirmation. 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 any Custodian appointed by it, the Certificate
Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian 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 the Custodian. In the event the Certificate Administrator is the Custodian,
the Custodian may self-insure.


 


Section
5.11        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 480 Washington
Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Securities Window, as its office for such purposes. The
Certificate Registrar shall give prompt written notice to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.


 


Section 5.12        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 Global 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, unless otherwise specifically contemplated herein for any particular matter, 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 Global Certificates through the Depository and


 



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by mail to the registered Holders of Definitive Certificates. In addition, the
notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall
be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount, as applicable, 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 5.12(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)       Unless
otherwise specifically provided herein, 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.


 



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Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section
6.01        Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset
Representations Reviewer each shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement. Each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset
Representations Reviewer shall indemnify the Depositor (and any employee, director or officer of the Depositor), the Trust
Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee, director or officer of the Depositor),
the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including,
without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful
misconduct, bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer, as the case may be, or by reason of negligent disregard of such
Person’s obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, of any of its representations or
warranties contained herein. The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer, and any member,
manager, employee, director or officer of the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund and the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer and any member, manager, employee, director or officer of either the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or
reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties
(i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the
Depositor or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the
breach by the Depositor of any of its representations or warranties contained herein.


 


Section 6.02        Merger
or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. Subject
to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset
Representations Reviewer shall keep in full effect its existence, rights and good standing as a national banking association,
a corporation or a limited liability company, as applicable, under the laws of the state of its organization and shall not
jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent
necessary to perform its obligations under this Agreement, or to protect the validity and enforceability of this Agreement,


 



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the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related
to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which
case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business,
shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided
a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to
provide a Rating Agency Confirmation.


 


Section
6.03        Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer or any of the directors, members, managers, officers, employees or
agents of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer shall be under any liability to the Trust Fund, the Certificateholders, the Companion Loan Holders or any other
Person 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. However, none of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer or any such Person shall be protected against any liability which would otherwise
be imposed by reason of (i) any breach of warranty or representation by such respective party in this Agreement or (ii) any
willful misconduct, bad faith, fraud or negligence on the part of such respective party in the performance of its obligations
and duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations or duties
hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless by the Trust
Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Loan Combination
Custodial Account if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided
that, to the extent


 



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that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement
to be borne by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on
deposit in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master
Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to
deposit into the Collection Account the amount so paid from the Collection Account) against any loss, liability, penalty,
fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) incurred in connection with, or
relating to, this Agreement or the Certificates, other than any loss, liability, penalty, fine, forfeiture, claim, judgment
or expense (including reasonable legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or
negligence in the performance of its obligations or duties hereunder or by reason of negligent disregard of its obligations
or duties hereunder, in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the
breach by such party of any of its representations or warranties contained herein, (iii) specifically required to be borne by
the party seeking indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an
Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose
it to any expense or liability for which reimbursement is not reasonably assured, and neither the Operating Advisor nor the
Asset Representations Reviewer may prosecute on behalf of the Trust or in the interests of the Certificateholders any legal
action related to its duties under this Agreement under any circumstances; provided, however, that each of the
Depositor, the Master Servicer and the Special Servicer may in its discretion undertake any such action related to its
obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and
costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund
(payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent with respect
to a Serviced Loan Combination and then out of the Collection Account, provided that to the extent that the amount relates to
a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of a related
Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination
Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter
use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount
so paid from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be
reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable, as
provided in Section 3.06 and Section 3.06A of this Agreement.


 


Each of the related Outside Servicer,
the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of general
collections in the Collection Account for the Trust’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of an Outside Serviced Loan Combination as to which the securitization trust created under
the applicable Outside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of
the applicable Outside Servicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in


 



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the related
“Serviced Whole Loan Custodial Account” or “Loan Combination Custodial Account” (as each such term or any
analogous term is defined in the applicable Outside Servicing Agreement) are insufficient for reimbursement of such amounts).


 


Section 6.04        Limitation
on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)       Each
of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective duties and
obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator
(who shall post such report to the Certificate Administrator’s Website for review by Privileged Persons in accordance with
Section 4.02(a)), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider; provided that, with respect to any of the
Master Servicer or the Special Servicer: (i) the successor accepting such assignment and delegation (A) shall be an established
mortgage finance entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans, organized and doing
business under the laws of any state of the United States, the District of Columbia or the United States, authorized under such
laws to perform the duties of a servicer of mortgage loans or a Person resulting from a merger, consolidation or succession that
is permitted under Section 6.02 of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender
Agreement and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement which contains an assumption
by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by
the Master Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement;
(ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer or the Special Servicer
shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation
under this Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing Compensation, as applicable (or any
component thereof) is calculated shall not exceed the rate then in effect; (v) for so long as no Control Termination Event has
occurred and is continuing, the successor Special Servicer is acceptable to the Controlling Class Representative (and, if a Serviced
Outside Controlled Loan Combination is affected, the successor Special Servicer is acceptable to the related Outside Controlling
Note Holder); (vi) the resigning Master Servicer or Special Servicer, as applicable, shall be responsible for the reasonable costs
and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer; and (vii) none of
the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates shall in any event be appointed as successor
Master Servicer or Special Servicer; and (viii) neither the Third Party Purchaser nor any of its Risk Retention Affiliates shall
in any event be appointed as successor Master Servicer. Upon acceptance of such assignment and delegation, the purchaser or transferee
shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.


 


(b)       Except
as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master Servicer and the
Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon determination
that such duties hereunder are no longer permissible under applicable law; provided that, on and after the time the


 



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Trustee
receives notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties hereunder are
no longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall,
subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party,
be its successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer
or the Special Servicer, as the case may be, had received a notice of termination. Any such determination permitting the resignation
of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning
Master Servicer’s or Special Servicer’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


 


Except as provided in the immediately
preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as contemplated herein shall become
effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master Servicer,
Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities,
duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein, none of the Operating Advisor,
the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master Servicer or Special Servicer.
If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which
the terminated Master Servicer or Special Servicer would have been entitled, additional amounts payable to such successor Master
Servicer or Special Servicer shall be payable out of the Trust; provided that, for so long as no Consultation Termination
Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment
of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor compensation in excess
of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.


 


If the Trustee or an Affiliate
acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee
Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer
other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 6.04.


 


(c)       The
Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’ prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Controlling Class Representative and the Risk Retention Consultation Parties 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. Except as provided in Section 6.04(d), no such resignation by the
Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations under this Agreement. The successor entity assuming the obligations of the Operating Advisor under
this Agreement shall be entitled to the compensation to which the Operating Advisor would


 



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have been entitled hereunder after the
date of assumption of such obligations. If no successor Operating Advisor can be obtained to perform such obligations for such
compensation, additional amounts payable to such successor Operating Advisor shall be payable out of the Trust; provided
that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling
Class Representative prior to the appointment of a successor Operating Advisor at an operating advisor compensation in excess of
that permitted to the terminated Operating Advisor. If no successor Operating Advisor has been appointed and accepted such appointment
within 60 days after the resigning Operating Advisor’s giving of notice of resignation, the resigning Operating Advisor may
petition any court of competent jurisdiction for appointment of a successor. The resigning Operating Advisor shall pay all costs
and expenses associated with its resignation and the transfer of its duties (including costs and expenses incurred by each other
party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


 


(d)       In
addition, following the end of the RR Interest Transfer Restriction Period, in the event there are no Classes of Certificates outstanding
other than the Control Eligible Certificates, the VRR Interest, the Class S Certificates and the Class R Certificates, then all
of the rights and obligations of the Operating Advisor under this Agreement shall terminate without payment of any penalty or termination
fee (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). If the Operating Advisor is terminated pursuant to the foregoing sentence, then no replacement Operating
Advisor shall be appointed.


 


Section
6.05        Rights of the Depositor, the Trustee and the Certificate Administrator
in Respect of the Master Servicer and Special Servicer. The Master Servicer and the Special Servicer shall afford the
Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13 of this Agreement, each Rating
Agency, upon reasonable notice, during normal business hours access to all records maintained by it in respect of its rights
and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to the
performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of
the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the
Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the
Certificate Administrator its most recent publicly available annual financial statements or those of its public parent. The
Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee under this Agreement. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder
which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of
such Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer
shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In
the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the
Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable
from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master
Servicer) shall have any responsibility


 



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or liability for any action or failure to act by the Master Servicer or the Special
Servicer, and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any
responsibility or liability for any action or failure to act by the Depositor, the Trustee or the Certificate Administrator
and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee or the Certificate
Administrator under this Agreement or otherwise.


 


Each of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and information
as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer,
as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance
of doubt, this shall not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder.


 


Neither the Master Servicer nor
the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


 


Section 6.06        Master
Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate,
Certificate Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special
Servicer or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master
Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate
Owner of any Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this purpose,
omitting to take action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master
Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken,
might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment, be considered by other
Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek the approval of the
Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee and the
Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii)
identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action
that the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such
notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special
Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator
shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates
or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall have consented in writing to
the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed in the
written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be
entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the
Certificate Administrator incurred pursuant to this


 



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paragraph. It is not the intent of the foregoing provision that the
Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section
6.07        Rating Agency Fees. The Depositor shall pay (or cause to be paid)
the annual fees of each Rating Agency including, but not limited to, surveillance fees.


 


Section 6.08        Termination
of the Special Servicer.


 


(a)       At
any time prior to the occurrence and continuance of a Control Termination Event (or if a Control Termination Event has occurred
but is no longer continuing), the Controlling Class Representative shall be entitled to terminate the rights (subject to Section
3.12, Section 6.03, Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special
Servicer under this Agreement with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination
and any Excluded Mortgage Loan), with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the
Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect
to a Serviced Loan Combination, the related Companion Loan Holder(s).


 


With respect to any Serviced
Outside Controlled Loan Combination, the related Outside Controlling Note Holder shall be entitled, to the extent provided in the
related Co-Lender Agreement, at any time to terminate the rights (subject to Section 3.12, Section 6.03, Section
6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement solely with
respect to such Serviced Outside Controlled Loan Combination, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and any other related Companion Loan
Holder(s).


 


Upon a termination (pursuant
to the first or the second paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this
Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class Representative (with
respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note
Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall appoint a successor Special Servicer
with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination) or the related Serviced Outside
Controlled Loan Combination, as the case may be; provided, however, that (i) such successor shall meet the requirements set forth
in Section 7.02 of this Agreement, (ii) the Controlling Class Representative (with respect to the Serviced Loans other than
any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder (with respect to a Serviced Outside
Controlled Loan Combination), as applicable, shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator
and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer and (iii) in
the case of the appointment of a successor Special Servicer with respect to a Serviced Loan Combination, the Controlling Class
Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related
Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall (at no expense
to the Trust or any related Other Securitization Trust) obtain and deliver to the


 



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certificate administrator (if any) and the trustee
for each related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating
Agency Confirmation with respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.


 


Following the occurrence and
during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates evidencing not
less than 25% of the Voting Rights of the Certificates (other than the Class S and Class R Certificates) requesting a vote to terminate
and replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Loan Combination)
with a proposed successor Special Servicer, (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 and (iii) delivery by such
Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to the termination of the
existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable fees and out-of-pocket costs
and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders), the Certificate Administrator
shall promptly provide written notice of the requested vote to all Certificateholders by posting such notice on its internet website
and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of Certificates
(other than the Class S and Class R Certificates) evidencing at least 66 2/3% of the Voting Rights allocable to the Certificates
of those Holders that voted on such matter (provided that Holders representing the applicable Certificateholder Quorum vote
on the matter) or (b) the Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights allocable to each Class
of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the
Serviced Loans (other than any Serviced Outside Controlled Loan Combination), and the proposed successor Special Servicer shall
succeed to the duties of the Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan
Combination) all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02 of this
Agreement; provided that if such affirmative vote is not achieved within 180 days of the initial request for a vote to terminate
and replace the Special Servicer, then such vote shall have no force and effect. The provisions set forth in the foregoing sentences
of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each
other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of such
provisions. As between the Special Servicer, 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 Special Servicer.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive e-mail
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


 



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(b)       If
the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply
with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the Certificateholders
(as a collective whole), the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the
Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement, provided 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 position (along
with relevant information justifying its recommendation), recommending a replacement special servicer with respect to the Serviced
Loans, meeting the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current
Special Servicer if appointed in accordance herewith, and requesting a vote on whether the existing Special Servicer should be
replaced. In any such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate
Administrator’s Website and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether
they wish to remove the Special Servicer with respect to the Serviced Loan(s). Upon (i) the affirmative vote of the Holders of
Certificates evidencing at least a majority of the aggregate outstanding principal balance of the Certificates of those Holders
that voted on the matter (provided that Holders representing the applicable Certificateholder Quorum vote on the matter
within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned
notice was mailed to the Certificateholders)) and (ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate
Administrator following satisfaction of the foregoing clause (i), the Trustee shall (x) terminate all of the rights (subject to
Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer
under this Agreement with respect to the Serviced Loan(s), (y) appoint the recommended successor Special Servicer and (z) promptly
notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs and
expenses associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund
Expense. If such affirmative vote of the Holders of the required Certificates contemplated by clause (i) of the second preceding
sentence is not achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on
the which the aforementioned notice was mailed to the Certificateholders), then the Trustee shall have no obligation to remove
the Special Servicer and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement with respect to the Serviced Loan(s), and to act as the Special Servicer’s successor hereunder. No penalty
or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
If any Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything herein to the contrary)
the terminated party may not subsequently be re-appointed as the Special Servicer hereunder pursuant to any other subsection of
this Section 6.08, any other section of this Agreement or any Co-Lender Agreement.


 


(c)       In
no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any Risk
Retention Affiliate of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor


 



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must
be a Person that (i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement
and, in the case of a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the
Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement
or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement
Special Servicer to become the Special Servicer, (iii) is not entitled to waive any compensation from the Operating Advisor and
(iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case,
unless expressly approved by 100% of the Certificateholders.


 


(d)       The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the
replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the Serviced
Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)       No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to the successor Special
Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each Rating Agency
has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to Section
6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their respective
counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case with respect
to such termination and appointment of a successor.


 


(f)       Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of
this Agreement mutatis mutandis as of the date of its succession.


 


(g)       In
the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including, without limitation,
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods


 



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prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


 


(h)       If
(1) a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related REO Property in accordance
with Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect
to an Excluded Special Servicer Mortgage Loan, such that there are multiple parties acting as Special Servicer hereunder, then,
unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer
hereunder or the performance of such duties and obligations, the term “Special Servicer” shall mean (A) the applicable
Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination or any
related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations relate
to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all
other cases (provided that, in Section 3.15 and Article VII of this Agreement, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds, documents, instruments
and/or other items, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar
as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination or any related
REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General
Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase all
of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term
“Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of the Special Servicer
being replaced pursuant to this Section 6.08 by the Controlling Class Representative or the applicable Certificateholders,
the term “Special Servicer” shall mean the General Special Servicer, the applicable Loan Combination Special Servicer
or the applicable Excluded Mortgage Loan Special Servicer, if applicable; (v) when used in the context of granting the Special
Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence,
bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties
and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General
Special Servicer, as applicable.


 


(i)        References
in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of special
servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as to which
a different Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded


 



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Special Servicer Mortgage
Loan or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).


 


(j)        Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge that it is, or has become,
a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall resign in such capacity
with respect to such Excluded Special Servicer Mortgage Loan. Prior to the occurrence and continuance of a Control Termination
Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage Loan, the Controlling Class Representative
shall appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special
Servicer, for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If such Excluded Special Servicer
Mortgage Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder (by Certificate Balance) that
is not an Excluded Controlling Class Holder shall appoint (and replace with or without cause) the Excluded Mortgage Loan Special
Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination Event
has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder
shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a Control
Termination Event has occurred and is continuing but prior to the occurrence and continuance of a Consultation Termination Event,
the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Holder shall have the right to appoint
the Excluded Mortgage Loan Special Servicer.


 


If a Consultation Termination
Event has occurred and is continuing, or if neither the Controlling Class Representative nor any Controlling Class Certificateholder
is entitled to appoint the Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan pursuant
to the first paragraph of this Section 6.08(j) (or if, despite being so entitled to appoint the Excluded Mortgage Loan Special
Servicer for the related Excluded Special Servicer Mortgage Loan pursuant to the first paragraph of this Section 6.08(j),
neither the Controlling Class Representative nor any Controlling Class Certificateholder has appointed a Excluded Mortgage Loan
Special Servicer for the related Excluded Special Servicer Mortgage within 30 days), then the Certificate Administrator shall provide
written notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and such
resigning Special Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the event that
the resigning Special Servicer is required to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special Servicer
shall not have any liability for the actions of the newly appointed Excluded Mortgage Loan Special Servicer, and absent willful
misconduct, bad faith, fraud or negligence on the part of such resigning Special Servicer, the resigning Special Servicer and its
directors, members, managers, officers, employees and agents shall be entitled to be indemnified by the Trust Fund against any
and all losses or liability incurred in connection with any legal action resulting from the actions of the Excluded Mortgage Loan
Special Servicer. It shall be a condition to the appointment of any such Excluded Special Servicer that (i) such Excluded Special
Servicer has delivered a Rating Agency Confirmation with respect such appointment to the Certificate Administrator and the Trustee
and, if the related Excluded Special Servicer Mortgage Loan is part of a Serviced Loan Combination, a Companion Loan Rating Agency
Confirmation with respect to such appointment to the certificate administrator (if any) and the trustee for each related Other
Securitization Trust (with a copy to the Certificate Administrator


 



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and the Trustee), (ii) such Excluded Special Servicer satisfies
all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement and (iii) such Excluded Special
Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other
Exchange Act Reporting Party), the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding
itself in its role as Excluded Special Servicer.


 


If at any time the Person that
had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage Loan or Loan Combination, as
the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation,
as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Mortgage
Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded Mortgage Loan Special
Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be an Excluded Special Servicer
Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such Mortgage Loan or Loan Combination,
as the case may be, and (4) such original Special Servicer shall be entitled to all Special Servicing Compensation and Additional
Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as the case may be, earned during such time
on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer an Excluded Special Servicer Mortgage Loan.


 


The Excluded Mortgage Loan Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan and
will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Excluded
Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during such time
as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer shall remain
entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage Loans
and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during such time).


 


(k)       If
a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,
has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or
an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special Servicer
or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 6.09        The Directing
Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.


 


(a)       The
related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination
Event has occurred and is continuing or the subject Mortgage Loan is an Excluded Mortgage Loan) shall be entitled: (1) with respect
to the applicable Serviced Loan(s) that are Specially Serviced Loan(s), to advise the Special Servicer as to all Major Decisions;
(2) with respect to the applicable Serviced Loan(s) that


 



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are Performing Serviced Loan(s), to advise the Special Servicer as to
all Major Decisions; and (3) in the case of the Controlling Class Representative, with respect to any Outside Serviced Mortgage
Loan, to exercise consultation and, to the extent provided in Section 3.01(i), consent rights (if any) and attend annual
meetings with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of
such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


In addition, except as set forth
in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section 6.09(a), (1) the Master
Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the Master Servicer and the Special
Servicer mutually agree that the Master Servicer shall take such action, subject to the consent of the Special Servicer, who shall
have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date that the
Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major Decision
(provided that if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such
Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented
to such Major Decision), and (2) the Special Servicer shall not be permitted (if the Controlling Class Representative is
the related Directing Holder, for so long as no Control Termination Event exists) to take, or to consent to the Master Servicer’s
taking, any of the actions constituting a Major Decision as to which the related Directing Holder has objected in writing within
ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case
of a Serviced Outside Controlled Loan Combination, such other period contemplated by the related Co-Lender Agreement)) after receipt
of the related Major Decision Reporting Package from the Special Servicer (provided that (i) if such written objection has
not been received by the Special Servicer within such ten (10) Business Day period or twenty (20) day period (or, in the case of
a Serviced Outside Controlled Loan Combination, such other period contemplated by the related Co-Lender Agreement), as applicable,
then the related Directing Holder will be deemed to have approved such action and (ii) the consent of the Controlling Class Representative
shall not be required in connection with a Major Decision with respect to an Excluded Mortgage Loan).


 


Furthermore, each of (x) the
Controlling Class Representative (with respect to each Serviced Loan other than (i) a Serviced Outside Controlled Loan Combination
and (ii) an Excluded Mortgage Loan), provided that a Control Termination Event does not exist, and (y) the related Outside Controlling
Note Holder (with respect to a Serviced Outside Controlled Loan Combination) may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to the applicable Serviced Loan(s) as such party may reasonably deem advisable or
as to which provision is otherwise made herein.


 


Notwithstanding the foregoing,
if the Controlling Class Representative is the related Directing Holder, the Special Servicer is not required to obtain the consent
of the Controlling Class Representative prior to taking, or consenting to the Master Servicer’s taking of, any Major Decision
following the occurrence and during the continuance of a Control Termination Event; provided that, the Special Servicer
shall consult (on a non-binding basis) with (i) the Controlling Class Representative (after the occurrence and during the continuance
of a Control Termination Event and only until the occurrence and continuance of a Consultation Termination Event, but other than
with respect to any Excluded Mortgage Loan), (ii) the Operating Advisor


 



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(after the occurrence and during the continuance of an
Operating Advisor Consultation Trigger Event) and (iii) the Risk Retention Consultation Parties under the circumstances set forth
in the third following paragraph, in connection with any Major Decision and consider alternative actions recommended by the Controlling
Class Representative, the Operating Advisor and the Risk Retention Consultation Parties, but, in the case of the Controlling Class
Representative, only to the extent such consultation with, or consent of, the Controlling Class Representative would have been
required prior to the occurrence and continuance of such Control Termination Event; and provided, further, that the
Controlling Class Representative (with respect to any Serviced Outside Controlled Loan Combination that does not include an Excluded
Mortgage Loan and for so long as no Consultation Termination Event exists) may consult regarding a Serviced Outside Controlled
Loan Combination only if and to the extent that the holder of the related Split Mortgage Loan is granted consultation rights under
the related Co-Lender Agreement. For the avoidance of doubt, with respect to any Serviced Outside Controlled Loan Combination (which,
for the avoidance of doubt, shall include, without limitation, any Servicing Shift Loan Combination prior to the related Servicing
Shift Date), the Special Servicer shall be responsible for obtaining any consent or deemed consent of the related Outside Controlling
Note Holder for “Major Decisions” (as such term or any analogous term is defined in the related Co-Lender Agreement)
to the extent such consent is required under this Agreement or under the terms of the related Co-Lender Agreement. Notwithstanding
the foregoing, the Controlling Class Representative shall have no consent or consultation rights with respect to Major Decisions
with respect to any Excluded Mortgage Loan, and a Risk Retention Consulting Party shall not have consultation rights with respect
to any related Excluded RRCP Mortgage Loan.


 


With respect to a Servicing Shift
Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing Shift Date, no request
for approval of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Loan Combination,
except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and
only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any,
of the holder of the related Servicing Shift Mortgage Loan with respect to Major Decisions and any proposed sale of such Servicing
Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. In addition, after the occurrence and during the continuance
of an Operating Advisor Consultation Trigger Event, the Operating Advisor will be entitled, while a Servicing Shift Mortgage Loan
is serviced hereunder, to consult on a non-binding basis with the Special Servicer and propose alternative courses of action and
provide other feedback in respect of any Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan.


 


With respect to each Major Decision
as to which the Directing Holder has consent or consultation rights pursuant to this Section 6.09, the Special Servicer
shall provide the related Major Decision Reporting Package to the Directing Holder, simultaneously with the Special Servicer’s
request for the Directing Holder’s consent or input regarding the related Major Decision. The Special Servicer shall provide
each Major Decision Reporting Package to the Operating Advisor: (i) as to Specially Serviced Loans, prior to the occurrence and
continuance of a Control Termination Event and an Operating Advisor Consultation Trigger Event, simultaneously upon providing such
Major Decision Reporting Package to the Directing Holder; and (ii) as to all Serviced Loans, following the occurrence and continuance
of an Operating Advisor Consultation Trigger Event (whether or not a Control Termination Event is continuing),


 



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simultaneously with
the Special Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision. With
respect to any particular Major Decision and related Major Decision Reporting Package provided to the Operating Advisor pursuant
to this Section 6.09(a), the Special Servicer shall make available to the Operating Advisor Servicing Officers with relevant
knowledge regarding the applicable Mortgage Loan and such Major Decision in order to address reasonable questions that the Operating
Advisor may have relating to, among other things, such Major Decision and potential conflicts of interest and compensation with
respect to such Major Decision.


 


In addition, (i) for so long
as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Outside Serviced
Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during
the continuance of a Consultation Termination Event, with respect to any Mortgage Loan (other than any Outside Serviced Mortgage
Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), in each case upon request
of a Risk Retention Consultation Party, each of the Master Servicer and the Special Servicer shall consult with such Risk Retention
Consultation Party on a non-binding basis in connection with any Major Decision that it is processing (and such other matters that
are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant to this Agreement) and to
consider alternative actions recommended by such Risk Retention Consultation Party in respect of such Major Decision (or any other
matter requiring consultation with such Risk Retention Consultation Party); provided that in the event the Master Servicer
or Special Servicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following the
Master Servicer’s or the Special Servicer’s, as applicable, delivery of the related Major Decision Reporting Package,
the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with such Risk Retention Consultation
Party on the specific matter (provided, however, that the failure of such Risk Retention Consultation Party to respond
will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with such
Risk Retention Consultation Party on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Loan
Combination or any other Serviced Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party shall have
any consultation rights with respect to any related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention
Consultation Party under this Agreement shall occur only upon request of such Risk Retention Consultation Party, 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 for
such consultation set forth in this Section 6.09.


 


Notwithstanding anything in this
Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision,
or any other matter requiring consent of, or consultation with, the related Directing Holder or consultation with any Risk Retention
Consultation Party, is necessary to protect the interests of the Certificateholders and, with respect to any Serviced Loan Combination,
the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, with respect to any Serviced
Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, with respect to a Serviced AB
Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))), the Special


 



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Servicer
or Master Servicer, as applicable, may take any such action without waiting for the Directing Holder’s (or, if applicable,
the Special Servicer’s) or any Risk Retention Consultation Party’s, as applicable, response.


 


Also notwithstanding anything
in this Agreement to the contrary, no direction, objection, advice or consultation on the part of a Directing Holder, and no advice
from any Risk Retention Consultation Party, contemplated by this Agreement, may require or cause the Master Servicer or the Special
Servicer to violate the terms of any Mortgage Loan or Serviced Loan Combination, any provision of any related Loan Documents, any
related Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without
limitation each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing
Standard, or expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights
and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with
respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or
agents to any claim, suit or liability, or cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the Master Servicer’s
or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement or cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders and/or the
Serviced Companion Loan Holders.


 


In the event the Special Servicer
or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or any advice from a Directing Holder
or any Risk Retention Consultation Party would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate
the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC
Provisions or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as
applicable, shall disregard such refusal to consent or advise and notify in writing such Directing Holder, the Risk Retention Consultation
Parties, the Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of
this Agreement, the Rule 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis
therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the
direction of or approval of a Directing Holder or the recommendation of any Risk Retention Consultation Party that does not violate
any law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the
Master Servicer or the Special Servicer.


 


For so long as no Control Termination
Event has occurred and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced
Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval rights set forth in Section 3.01(i)
of this Agreement; and for so long as no Consultation Termination Event has occurred and is continuing, the Controlling Class Representative
shall be entitled, with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise any consultation
rights permitted under the related Co-Lender Agreement in respect of “Major


 



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Decisions” (or any analogous concept) and
the implementation of “Asset Status Reports” (or any analogous concept) under, and within the meaning of, the applicable
Outside Servicing Agreement and attend an annual meeting with the related Outside Servicer and the related Outside Special Servicer,
in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related
Co-Lender Agreement.


 


The Directing Holder will have
no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the taking of any action, pursuant
to this Agreement, or for error in judgment; provided, however, that the Controlling Class Representative will not
be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.


 


The Risk Retention Consultation
Parties shall have no liability to the Trust Fund, any party to this Agreement or any Certificateholders for any action taken,
or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.


 


By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) a Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) a Directing Holder
may act solely in its own interests (or, in the case of the Controlling Class Representative, in the interests of the Holders of
the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the Holders of any Class of Certificates
(other than, in the case of the Controlling Class Representative, the Controlling Class); (iv) a Directing Holder may take actions
that favor its own interests (or in the case of the Controlling Class Representative, the interests of the Holders of the Controlling
Class) over the interests of the Holders of one or more other Classes of Certificates; and (v) a Directing Holder shall have no
liability whatsoever (other than, in the case of the Controlling Class Representative, to a Controlling Class Certificateholder)
for having so acted as set forth in clauses (i)-(iv) of this paragraph, and that no Certificateholder may take any action whatsoever
against any Directing Holder or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal thereof
for having so acted; provided, however, that the rights of a Directing Holder are subject to any related mezzanine
intercreditor agreement.


 


(b)       Notwithstanding
anything to the contrary contained herein:


 


(i)        after
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent to 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 Controlling Class Representative shall remain entitled to receive any notices, reports or information to
which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage
Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan),


 



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but only to the extent consultation with, or consent of, the Controlling Class Representative would
have been required under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Loan Combination
while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)      after
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no 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 a Directing Holder; provided that each
Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as any other Certificateholder
under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and


 


(iv)      no
Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan.


 


(c)       Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to instructions, directions, objections, advice or consultation from a Directing Holder, any Risk Retention Consultation
Party, the Operating Advisor or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause
any one of them to violate applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related Loan Documents,
this Agreement, including the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the
REMIC Provisions or that would (i) expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect
to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan
Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s
or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement, (iii) cause either Trust REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that in the reasonable judgment of
the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders and/or
the Serviced Companion Loan Holders.


 


(d)       Each
Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator
and to notify the Certificate Administrator, in writing, of the transfer of any Control Eligible Certificate (or the beneficial
ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal
of the Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or its designee at any time


 



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appointed
Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or
the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Administrator in writing when such
Certificateholder (or Certificate Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns.
Upon receipt of any of the notices referred to in the preceding two sentences of this Section 6.09(d), the Certificate Administrator
shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Trustee of the identity of the Controlling Class Representative, any resignation or removal of the Controlling
Class Representative and/or any new Holder or Certificate Owner of a Control Eligible Certificate. In addition, upon the request
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as applicable,
the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the then-current Controlling Class and
a list of the Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust if such expense arises in connection
with an event as to which the Controlling Class Representative or the Controlling Class has consent or consultation rights pursuant
to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under Section
3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative,
and otherwise at the expense of the requesting party) of the Controlling Class to such requesting party, and each of the Master
Servicer, Special Servicer, Operating Advisor, the Asset Representations Reviewer and the Trustee shall be entitled to rely on
the information so provided by the Certificate Administrator.


 


In the event of a change in the
Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or, in the case of book-entry Certificates,
Certificate Owners) of the Controlling Class (or any designee(s) thereof) or, if known to the Certificate Administrator, one of
its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and
determine whether any such entity is the Holder (or Certificate Owner) of at least a majority of the Controlling Class (in effect
after such change in Controlling Class) by Certificate Balance. If at any time the current Holder of the Controlling Class (or
its designee) or, if known to the Certificate Administrator, one of its Affiliates, or any successor Controlling Class Representative
or Controlling Class Certificateholder(s) is no longer the Holder (or Certificate Owner) of at least a majority of the Controlling
Class by Certificate Balance and the Certificate Administrator has neither (i) received notice of the then-current Controlling
Class Certificateholders of at least a majority of the Controlling Class by Certificate Balance nor (ii) received notice of a replacement
Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event
shall be deemed to have occurred and shall be deemed to continue until such time as the Certificate Administrator receives any
such notice in clauses (i) or (ii).


 


Upon receipt of notice of a change
in Controlling Class Representative or any Risk Retention Consultation Party, the Certificate Administrator shall promptly forward
notice thereof to each other party to this Agreement.


 


On the Closing Date, the initial
Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification substantially in the
form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification to
the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor).


 



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Upon the resignation or removal of the existing
Controlling Class Representative, any successor Controlling Class Representative shall also deliver a certification substantially
in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior to being recognized as the new Controlling
Class Representative.


 


(e)       Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Depositor, the Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder
(or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders of
the Controlling Class, by Certificate Balance, or such Controlling Class Representative shall have notified the Certificate Administrator,
the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling
Class Representative or the selection of a new Controlling Class Representative. Upon receipt of written notice of, or other knowledge
of, the resignation of a Controlling Class Representative, the Certificate Administrator shall request the Certificateholders of
the Controlling Class to select a new Controlling Class Representative.


 


(f)       If
at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related Certificate
Owner or Certificate Owners (through the Depository, unless the Certificate Administrator shall have been previously provided with
the name and address of such Certificate Owner or Certificate Owners) of such event and shall request that it be informed of any
change in the identity of the related Certificate Owner from time to time.


 


(g)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and
the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)       Notwithstanding
anything to the contrary contained herein, at any time when the Class F Certificates are the Controlling Class, the Holder of more
than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative
and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling
Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, Certificate Administrator,
Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or group of affiliated Holders that makes such
an election, the “Opting-Out Party”). Whenever such waiver by an Opting-Out Party is in effect, (1) a Control
Termination Event and a Consultation Termination Event shall be deemed to have occurred and be continuing; and (2) the rights of
the holder of more than 50% of the Class F Certificates (by Certificate Balance), if the Class F Certificates are the Controlling
Class, to act as or appoint a Controlling Class Representative and the rights of a Controlling Class Representative will not be
operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be
in effect). Any such waiver shall remain effective with respect to such Holder and such Class until such time as either (x) the
Class F Certificates are no longer the Controlling Class or (y) the Opting-Out Party has (i) sold a majority of the Class F Certificates
(by Certificate Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee,


 



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Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct or indirect Voting Rights
with respect to the Class F Certificates that it transferred, (b) there is no voting agreement between the Opting-Out Party and
the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class F Certificates that it
transferred (such sale and certification, a “Class F Transfer”). Following any such Class F Transfer, and if
the Class F Certificates are still the Controlling Class, the successor holder of more than 50% of the Controlling Class (by Certificate
Balance) shall again have the right to act as or appoint a Controlling Class Representative as set forth herein without regard
to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided
in this Section 6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative or, subject
to any such limitations set forth in this Agreement (including by reason of a Control Termination Event or a Consultation Termination
Event otherwise existing), to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any
of the rights of the Controlling Class Representative as set forth in this Agreement. No successor Certificateholder described
above in this paragraph shall have any consent rights with respect to any Serviced Mortgage Loan that became a Specially Serviced
Loan prior to the Class F Transfer and had not also become a Corrected Loan prior to such Class F Transfer until such Serviced
Mortgage Loan becomes a Corrected Loan.


 


(i)        CREFI
and DBNNY shall be the initial Risk Retention Consultation Parties and shall remain so until a successor is appointed pursuant
to the terms of this Agreement. Upon the resignation or removal of either 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
M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party. The parties hereto shall be entitled
to assume that a Risk Retention Consultation Party has not changed absent such notice.


 


(j)        Once
a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless CGMRC (in the case of the VRR1 Risk Retention Consultation Party) or DBNY (in the
case of the VRR2 Risk Retention Consultation Party), as applicable, or such Risk Retention Consultation Party itself shall have
notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each
other Holder of Class VRR Certificates, in writing, of the selection of such new Risk Retention Consultation Party.


 


(k)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each
Risk Retention Consultation Party may act solely in the interests of the Holders of the Class VRR Certificates; (iii) each Risk
Retention Consultation Party does not have any liability or duties to the Holders of any Class of Certificates; (iv) each Risk
Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes, including the Class VRR
Certificates, over the interests of the Holders of one or more other Classes of Certificates; and (v) each Risk Retention Consultation
Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder
may take any action whatsoever


 



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against any Risk Retention Consultation Party or any director, officer, employee, agent or principal
of such Risk Retention Consultation Party for having so acted.


 


Article
VII



DEFAULT


 


Section 7.01        Servicer Termination
Events.


 


(a)       “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)        (A)
any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit
or remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day
or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution
Account or the Excess Interest Distribution Account any amount required to be so deposited or remitted, which failure is not remedied
by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account, as
applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)      any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material respect
any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days (10 days
in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium
for any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2) Business
Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the
Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates of any
Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected thereby, by a Serviced
Companion Loan Holder; provided, however, if any such failure with a 30-day cure period is capable of being cured
and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended
an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable,


 



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has commenced to cure such
failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full
cure); or


 


(iv)     any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan Holder and
which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied,
has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion
Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special Servicer,
as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided that
the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and
has certified that it has diligently pursued, and is continuing to pursue, a full cure); 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 the Master Servicer or the Special
Servicer, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period
of 60 days; or


 


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


 


(vii)     the
Master Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of
the foregoing; or


 


(viii)   either
of Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B),
publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor
in such rating action (and such


 



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qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn
by such Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days
of such event);


 


(ix)      with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases
to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within
60 days, as the case may be; or


 


(x)       the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S),
shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver
the items required to be delivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator
or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization
Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting
items required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant
to Article X of this Agreement, in the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item
relating to a Reportable Event, two (2) Business Days of such failure to comply with Article X or (b) with respect to the
delivery of any other item, five (5) Business Days of such failure to comply with Article X (any primary servicer or Sub-Servicer
that defaults in accordance with this Section 7.01(a)(x) shall be terminated at the direction of the Depositor);


 


then, and in each and every such case, so long
as a Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written direction to
the Trustee from (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates, or (y) an affected Serviced
Companion Loan Holder (but, subject to the next sentence, solely in the case of the related Serviced Loan Combination and a Servicer
Termination Event with respect to the Special Servicer), then the Trustee shall, terminate the Master Servicer or the Special Servicer,
as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer Termination Event with respect to the pool
of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii) or (ix) above if the failure, default or event only has an adverse
effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities, but
shall be a Servicer Termination Event with respect to the related Serviced Companion Loan and any related Serviced Companion Loan
Holder shall: (i) in the case of any such failure, default or event on the part of the Master Servicer, have the remedies set forth
in Section 7.01(d) with respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and
(ii) with respect to any such failure, default or event on the part of the Special Servicer, be able to require termination of
the Special Servicer with respect to, but only with respect to, the related Serviced Loan Combination.


 



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In the event that the Master
Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the Master
Servicer shall also be terminated as Special Servicer.


 


(b)       If
the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant to Section 7.01(c)
provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days following
such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder until a successor Master
Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request for proposal” materials,
Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer pursuant
to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Loan Combinations
under this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with
Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further,
that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the
Mortgage Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of
such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days
after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash bid
(the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however, that
if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such
Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time
period) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor
Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.


 


Upon the assignment and acceptance
of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder,
the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this
Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred
in connection with obtaining such bid and transferring servicing).


 


The Master Servicer to be terminated
pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses incurred in connection
with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations, which expenses are not reimbursed
to the party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder has
not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was
identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall


 






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reimburse the
Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid process and
the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or may select
a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)       In
the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall,
by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combination
and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the
Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates
(except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loans and Serviced Loan Combination or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at
the expense of the Terminated 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 Serviced Loan Combination and related documents, or otherwise.
The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01,
to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee
(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with
all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section
7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant
to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume
its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting the
termination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor
Master Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any
Loan Combination Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage
Loans and Serviced Loan Combination, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer
(which may include the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records
to be provided in such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including
electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable
costs and expenses actually incurred by the Trustee,


 






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the Certificate
Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring Mortgage Files, Servicing
Files and related information, records and reports to the successor Master Servicer or Special Servicer and amending this Agreement
to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties
regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall
be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation
of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the
Trustee, the Certificate Administrator 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 Fund; provided that the Terminated
Party shall not thereby be relieved of its liability for such expenses.


 


(d)       Notwithstanding
Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects
a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion
Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c), or (2) a Servicer
Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the related Serviced Companion
Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master Servicer may not be terminated
in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion Loan Holder, the Master
Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Loan Combination is currently
being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with a new sub-servicer). In connection
with the Master Servicer’s appointment of any sub-servicer at the direction of a Serviced Companion Loan Holder in accordance
with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency. The related
sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion
Loan Holder in accordance with this Section 7.01(d) shall be responsible for all duties, and shall be entitled to all compensation,
of the Master Servicer under this Agreement with respect to the related Serviced Loan Combination, except that the Master Servicer
shall be entitled to retain a portion of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Loan Combination
equal to any related Excess Servicing Fee with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing
agreement (a) may be terminated without cause and without payment of any fee and (b) shall also provide that such sub-servicer
shall agree to become the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in
the event that such Serviced Loan Combination is no longer to be serviced and administered hereunder, which separate servicing
agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan
Combination and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source
of funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder
in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master Servicer
is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed


 






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under this Section
7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment
of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of
any termination fee.


 


(e)       If
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which, for
the purposes of this clause (e), shall include any publications by Moody’s, Fitch or KBRA of which the Trustee, the
Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from Moody’s,
Fitch or KBRA that the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer,
as applicable, then such party shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced
Companion Loan Holder, to the extent known to the Certificate Administrator, of the same.


 


Section 7.02     Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice of
termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section
7.02, be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and
the transactions set forth or provided for herein and, except as provided herein, shall be subject to all the
responsibilities, duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the
Master Servicer or Special Servicer by the terms and provisions hereof; provided, however, that (i) the Trustee
shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer
or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the
Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be
considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer,
shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement
prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master
Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special
Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be
liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any
related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer
or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of
this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As
compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the
Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced
Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer
would have been entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the
event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest
thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely
to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall
have been repaid in full. Notwithstanding the above and subject to Section 6.08, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, or if the Holders of Certificates entitled to at least 25% of the
aggregate Voting Rights so


 






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request in writing
to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly
appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which
a Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special
Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master
Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer or Special Servicer hereunder; provided that, the related Outside Controlling Note
Holder shall have the right to approve a successor Special Servicer with respect to any Serviced Outside Controlled Loan Combination,
and prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the
right to approve a successor Special Servicer with respect to the other Serviced Loans. No appointment of a successor to the Master
Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s
or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor
Special Servicer, the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information
with respect to such successor Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to
the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment
of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act
in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor
shall agree; provided, however, that no such compensation shall be in excess of that permitted the Terminated Party
hereunder; provided, further, that if no successor to the Terminated Party can be obtained to perform the obligations
of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted
the Terminated Party shall be treated as Realized Losses and VRR Realized Losses; and provided, further that, for
so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class
Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the Trustee shall consult with the related
Outside Controlling Note Holder) prior to the appointment of a successor to the Terminated Party at such amounts in excess of
that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If the Trustee or an Affiliate
acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee
Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer
other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 7.02.


 






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Section 7.03     Notification
to Certificateholders.


 


(a)       Upon
any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider.


 


(b)       Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of Certificates
and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the notice information
for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider notice of such
Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating Advisor
Termination Event shall have been cured or waived.


 


Section 7.04     Other
Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in
its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and
the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings
and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of
reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection
Account or the Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A
of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such
liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


 


Section 7.05     Waiver
of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event
is on the part of a Special Servicer, with respect to the related Serviced Loan Combination only, by each affected Serviced
Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the
Master Servicer, Special


 






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Servicer or any
Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder and its
consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect to
the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account or the
Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon
any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor
Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the
Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate
Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the
Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the
Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of Section
7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders of the affected
Classes, and (b) a Servicer Termination Event under Section 7.01(a)(x) of this Agreement may be waived only with the consent
of the Depositor, together with (in the case of each of clauses (a) and (b) of this sentence) the consent of each Serviced Companion
Loan Holder, if any, that is affected by such Servicer Termination Event.


 


The foregoing paragraph notwithstanding,
if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Certificates
desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced
Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders
may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan Holder will be entitled to require
that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan Holder’s request, a sub-servicer
(or, if the applicable Serviced Loan Combination is currently being subserviced, to replace, within 60 days of the applicable Serviced
Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced
Loan Combination. In connection with the Master Servicer’s appointment of a sub-servicer at the request of a Serviced Companion
Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each
Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing agreement shall provide that any
sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section
7.05 shall be responsible for all duties, and shall be entitled to all compensation , of the Master Servicer under this Agreement
with respect to the applicable Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion
of the Servicing Fee for the related Mortgage Loan equal to any related Excess Servicing Fee. Such Sub-Servicing Agreement (a)
may be terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer shall become
the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced
Loan Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing
and administration, limitation of


 






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liability, indemnification
and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the
fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated without cause and without
the payment of any fee and (b) shall meet the requirements of Section 3.01 of this Agreement. If any sub-servicer appointed
by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall at
any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer with respect
to which a Rating Agency Confirmation has been obtained at the expense of the applicable resigning or terminated sub-servicer
(and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer fails to cover
such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor
Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the terminated Master Servicer
that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible
for all costs incurred in connection with such termination, including the payment of any termination fee.


 


Section 7.06     Termination
of the Operating Advisor.


 


(a)       An
“Operating Advisor 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 Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach 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 shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all
then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within
such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long
as it has commenced to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)       any
failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure
is given to the Operating Advisor by any party to this Agreement;


 


(iii)      any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30
days;


 


(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


 






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or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days;


 


(v)       the
Operating Advisor 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
Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)      the
Operating Advisor 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 notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders by posting such notice on its internet website, unless the Certificate Administrator
has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur then, and in each and every
such case, so long as such Operating Advisor Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Non-Reduced
Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor 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 Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right,
but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which
the Depositor becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates
requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible
Operating Advisor 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 of the requested vote to the Operating Advisor 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 Operating Advisor. Upon the affirmative vote of the Holders of Certificates evidencing more than 50% of the Voting Rights allocable
to the Non-Reduced Certificates of those Holders that exercise their right to vote (provided that Holders entitled to exercise
at least 50% of the Voting Rights allocable to the Non-Reduced Certificates exercise their right to vote within 180 days of the
initial request for a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the
Certificateholders)), the Trustee shall terminate all of the rights and obligations of the Operating Advisor under this


 






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Agreement by
notice in writing to the Operating Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b)
shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Operating
Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions. As between
the Operating Advisor, 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 Operating Advisor. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive e-mail
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


 


(c)       On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor 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 15 Business Days after (1) the Operating
Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in
Section 6.04(d) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written
notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating
Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Depositor, the Risk Retention Consultation Parties,
any related Outside Controlling Note Holder and, if a Consultation Termination Event does not exist, the Controlling Class Representative
within one Business Day of such appointment, and the Certificate Administrator shall provide written notice of such appointment
to each Certificateholder within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated
by Section 7.06(b) of this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote,
consent or approval of the holder of any Class of Certificates.


 


The Operating Advisor shall not
at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any of such
entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor
shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint a successor
Operating Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor may be an Affiliate
of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of
the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Unless and until a replacement
Operating Advisor is appointed, no party shall act as the Operating Advisor and the provisions in this Agreement relating to consultation
with respect to the Operating Advisor shall not be applicable until a replacement Operating Advisor is appointed hereunder.


 






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(d)       Upon
any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor, any related
Outside Controlling Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not exist) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider. In the event that the Operating Advisor resigns or 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 resignation or
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than any rights
to indemnification arising out of events occurring prior to such resignation or termination.


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01     Duties of
the Trustee and the Certificate Administrator.


 


(a)       The
Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a
duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator
undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Certificate Administrator shall be construed as a duty.


 


(b)       Each
of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, 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 Rule 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein;
provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy
or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it
hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument, and if
the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction,
the Certificate Administrator (if the


 






    	-393- 



     


    

 


Certificate Administrator
requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will
provide notice thereof to the Certificateholders.


 


(c)       Neither
the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee
or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)        Prior
to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the
Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee
nor the Certificate Administrator shall 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 or the Certificate
Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the
Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished
to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements of this Agreement
without responsibility for investigating the contents thereof;


 


(ii)       Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be personally 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 50% of the
Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or
the Certificate Administrator, as applicable, under this Agreement;


 


(iv)      Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons
shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and


 






    	-394- 



     


    

 


that is selected other than by the Trustee
or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any
act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder,
the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection
with actions taken pursuant to this Agreement;


 


(v)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein;
provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action
related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)      Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such act,
failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement,
any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative;
and


 


(vii)     Except
in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud,
in no event shall the Trustee or the Certificate Administrator, as applicable, 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,
as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


None of the provisions contained
in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator,
as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator,
as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the
manner


 






    	-395- 



     


    

 


of performance
of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and
4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement.
None of the provisions contained in this Agreement shall in any event require the Certificate Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator
shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement
and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to
this Agreement (other than any funds invested with it in its commercial capacity or at its discretion).


 


(d)       The
Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event, Consultation Termination Event or Operating Advisor Consultation
Trigger Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based
on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate
Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of
its determination (or its receipt of notice) of the commencement or cessation of any Control Termination Event, Consultation Termination
Event or Operating Advisor Consultation Trigger Event.


 


Section 8.02     Certain Matters
Affecting the Trustee and the Certificate Administrator.


 


(a)       Except
as otherwise provided in Section 8.01 of this Agreement:


 


(i)        Each
of the Trustee and the Certificate Administrator may request and/or 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 and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)       Each
of the Trustee and the Certificate Administrator may consult with counsel and the written 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 with such the written advice of such counsel or Opinion of Counsel;


 


(iii)      (A)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation 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


 






    	-396- 



     


    

 


of this Agreement,
unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity
reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities
which may be incurred therein or thereby; and


 


(B)       the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act;


 


provided that subject to the foregoing
clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination
Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, 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
person would exercise or use under the circumstances in the conduct of such person’s own affairs;


 


(iv)       Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


 


(v)       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 at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, 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,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination Event
or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special Servicer
or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating Advisor
Termination Event, and otherwise by the Certificateholders requesting the investigation;


 






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(vi)      Each
of the Trustee and 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 but shall not be relieved of its obligations hereunder; and


 


(vii)     For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual
knowledge of such event.


 


(b)       Following
the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of
this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject
a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


 


(c)       All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither the Trustee nor the Certificate
Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes
of this Agreement.


 


(d)       Neither
the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond
its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)       Each
of the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled to the same
rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded to the Certificate Administrator
hereunder in the same manner as if such party were the named Certificate Administrator herein mutatis mutandis.


 


(f)       The
Custodian shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections
afforded to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator
herein mutatis mutandis.


 


(g)       Notwithstanding
anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Trustee or the Certificate


 






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Administrator
that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential, proprietary, and/or sensitive
information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted e-mail communication
will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will
be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.


 


(h)       No
provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties
or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to
take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination
may be based on Opinion of Counsel).


 


(i)       In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (for purposes of this clause (i), “Applicable Law”), each of the Trustee and the Certificate
Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain
a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto
agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying
information and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator,
as applicable, to comply with Applicable Law.


 


Section 8.03     Neither
the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained herein
and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer
or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the
Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity,
enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator
shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of
any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be
distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the
Certificate Administrator shall be liable or responsible for: the existence, condition and ownership of any Mortgaged
Property; the existence of any hazard or other insurance thereon (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer) or the enforceability thereof; the existence of any Mortgage Loan or the contents of the
related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to


 






    	-399- 



     


    

 


Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the
assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File
(except for its review thereof pursuant to Section 2.02); the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of
this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the
Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation made under this Agreement
or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of
notice or other discovery of any non-compliance therewith or any breach thereof; any investment of moneys by or at the
direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund
property that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the
Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer, the Special Servicer or the
Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any
Sub-Servicer taken in the name of the Trustee except to the extent such action is taken at the express written direction of
the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties
required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of the
Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the
express terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the
Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth in this
Agreement. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of the sale of such Certificates, or for the use or application of
any funds paid to the Depositor, the Master Servicer or the Special Servicer in respect of the Mortgage Loans or deposited in
or withdrawn from the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account, the Excess Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer or
the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither
the Trustee nor the Certificate Administrator shall have responsibility for filing any financing or continuation statement in
any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to
it hereunder (unless in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record
this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution of
interest for a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the
Certificate Administrator, as applicable, shall assume that such payment is so permitted unless a Responsible Officer of
the


 






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Trustee or the Certificate Administrator,
as applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility)
to the effect that such payment is not permitted by applicable law.


 


Section 8.04     Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the
Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or
pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same
rights it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05     Payment of
Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)       As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each case
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the
Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in
the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or
the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,
the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)       Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such expense, disbursement
or advance as may arise from its negligence, bad faith or willful misconduct; provided, however, that, subject to
Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator shall refuse
to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator Fee or
the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 






    	-401- 



     


    

 


The Master Servicer and the Special
Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made by the Trustee
in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively,
hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, in
accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its
counsel and all other persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith
of the Trustee.


 


(c)       Each
of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian
and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master
Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the Master
Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”) for, and hold each
of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection
with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified
Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the
Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified
Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct,
bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard
of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar,
the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee, director
or officer of the Depositor or any Sponsor, and the Trust Fund for, and hold each of them harmless against, any loss, liability
or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i)
as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the Authenticating
Agent, the Paying Agent, the Certificate Registrar, the Custodian, the


 






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Certificate Administrator
or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the
case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent,
the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations
or warranties contained herein, or (iii) as a result of or relating to a violation of the Exchange Act or Regulation RR if such
violation, in whole or in part, results from or arises out of a breach by the Authenticating Agent, the Paying Agent, the Certificate
Registrar or the Certificate Administrator, as the case may be, of any of its obligations under Section 5.02(f) and Section
5.03(i) of this Agreement.


 


(d)       The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between
the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect
of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable
under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud,
bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii)
except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is
entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any
fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate
administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as
of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’
fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection
with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without limitation,
under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section
7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior
to the rights of all Certificateholders.


 


(e)       Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation
or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination
of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.


 


(f)       This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.


 






    	-403- 



     


    

 


Section
8.06     Eligibility Requirements for the Trustee and the Certificate Administrator. Each of
the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association 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 the Trustee shall not be an
Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has
assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master Servicer). Neither the Trustee nor the
Certificate Administrator shall be the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser. The
Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2” by Moody’s
and (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term debt of
at least “F1” by Fitch; provided, however, that Wilmington Trust, National Association as the
initial trustee will be deemed to have met the eligibility requirements in (A) and (B) above for so long as (a) it has a
rating on its long-term unsecured debt of at least “Baa3” by Moody’s or a rating on its short-term
unsecured debt of at least “P-2” by Moody’s, (b) it has a rating on its unsecured long-term debt of at
least “BBB” by Fitch or a rating on its short-term debt rating of at least “F2” by Fitch, and (c) the
Master Servicer has (i) a rating on its unsecured long-term debt of at least “A2” by Moody’s or a rating on
its short-term unsecured debt of at least “P-1” by Moody’s and (ii) a rating on its unsecured long-term
debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (or, in the
case of any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to
which the applicable Rating Agency has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the
requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate
Administrator is required to maintain a rating on its unsecured long term debt of at least (A) “Baa2” by
Moody’s and (B) “BBB+” by Fitch (or, in the case of any Rating Agency’s rating requirement set forth
above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency
Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and
surplus of such corporation 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 that the place of business from which the Trustee or the Certificate Administrator, as
applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net
income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the
Certificate Administrator, 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 from its own funds and continue as Trustee or Certificate Administrator,
as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In
case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of
this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with
the effect specified in Section 8.07.


 


Section
8.07     Resignation and Removal of the Trustee or the Certificate Administrator. Each of 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 other such


 






    	-404- 



     


    

 


party, the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders,
the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly
appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided
a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or
Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable, shall have been
so appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator, as applicable, 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 Fund. Except as set forth
in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable
out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including,
but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee).


 


If at any time either the Trustee
or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail
to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer,
or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate
Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written
instrument, which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor
Trustee or Certificate Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights
of all of the Certificates may at any time, with prior written notice, remove the Trustee or the Certificate Administrator and
appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals,
signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to
the Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the
Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee),
one complete set to the Trustee or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee
or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan
Holders.


 


In the event that the Trustee
or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations
under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and
other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to
periods prior to the date of


 






    	-405- 



     


    

 


such termination
or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate
Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable out-of-pocket
costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; provided
that if the Trustee or the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates
evidencing more than 50% of the Voting Rights of all Certificates as provided in the immediately preceding paragraph, then such
Holders will be required to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable,
necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its
possession) of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.


 


Any resignation or removal of
the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable,
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 successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii) the filing
by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the
fifth paragraph of Section 10.07.


 


Upon the resignation or upon
the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),
at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned
or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered holders of CD 2017-CD5 Mortgage Trust
Commercial Mortgage Pass Through Certificates, Series 2017-CD5” or in blank, and (B) in the case of the other Loan Documents,
are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor,
and such successor shall review the documents delivered to it or 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. The outgoing
Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case
to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the
Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if
so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination
Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination
Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling
Class Representative).


 


Section 8.08     Successor
Trustee or Successor Certificate Administrator.


 


(a)       Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as


 






    	-406- 



     


    

 


applicable, shall
become effective and such successor Trustee or Certificate Administrator, as applicable, 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, as applicable, herein, provided that a Rating Agency Confirmation
shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator.
In connection with the appointment of a successor Trustee, the predecessor Trustee (or a Custodian on its behalf) shall deliver
to the successor Trustee all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable,
shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and
obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under
the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their
Affiliates be appointed as successor Trustee or successor Certificate Administrator.


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall
mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee
or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


 


(b)       Any
successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section
8.09     Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity
into which the Trustee or the Certificate Administrator may be merged or converted, or with which the Trustee or the
Certificate Administrator, as applicable, may be consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee or the Certificate Administrator, as applicable, shall be a party, or any entity
succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as applicable, shall be the
successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity 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.


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. 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, the assets thereof or any property securing the same may at the time be located, the Depositor and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act (at the
expense of (i) the Trustee, if the need to appoint such co-trustee(s) arises from any change in or matter


 






    	-407- 



     


    

 


relating to the
identity, organization, status, power, conflicts, internal policy or other development or matter with respect to the Trustee,
and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change in applicable law or the identity,
status or power of the Trust Fund; provided, however, that in the event the need to appoint such co-trustee(s) arises
from a combination of the events described in clause (i) and clause (ii), the expense shall be split evenly between
the Trustee and the Trust Fund; and provided, further, that in the event the need to appoint such co-trustee(s) arises
from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust Fund) 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 Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and
the Trustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable law, the appointment
of a co-trustee or separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder.
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 hereof.


 


In the case of any appointment
of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without
the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to the Master Servicer 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 Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee solely at the direction of the Trustee.


 


The Depositor and the Trustee
acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee
or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee
or co-trustee.


 


Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Every such instrument shall be filed with the Trustee. 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. In no event shall any such separate


 






    	-408- 



     


    

 


trustee or co-trustee
be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate
trustee or co-trustee that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording
greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to
the Trustee hereunder.


 


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.


 


Section 8.11     Access to
Certain Information.


 


(a)       The
Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor
and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans
or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge
but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate
Administrator or the Custodian, as applicable.


 


(b)       The
Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator shall
maintain or cause to be maintained at its offices or the offices of a custodian appointed by it) (and, upon reasonable prior written
request and during normal business hours, shall make available or cause to be made available) for review by any Privileged Person
originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator
(or the Trustee or a Custodian appointed by it, as applicable)):


 


(i)        the
Prospectus;


 


(ii)       this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)      all
Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;


 


(iv)      all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)       the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section
10.10 of this Agreement;


 






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(vi)      the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)     the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)    any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 


(ix)       the
Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside
Special Servicer and delivered to the Trustee (or a Custodian on its behalf) pursuant to Section 3.24 of this Agreement;


 


(x)        the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this
Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)       any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)      notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments
of successors thereto);


 


(xiii)     all
Special Notices;


 


(xiv)    any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)     any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


 






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The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01     Termination;
Optional Mortgage Loan Purchase.


 


(a)       The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in the
month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the
earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders
of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund
pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph shall be
deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


(b)       In
connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be terminated
and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith, pursuant to a “plan
of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated by the provisions
hereof pursuant to which the applicable Notice of Termination is given and requiring that the assets of the Lower-Tier REMIC shall
be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring not more than 90 days following
the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination
given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation as of the date such
notice is given, which date shall be specified by the Certificate Administrator in the final federal income tax returns of each
Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible
for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and
shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains its
own tax returns or other reasonable period.


 






    	-411- 



     


    

 


(c)       The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none
of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than
a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall
notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the
Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable
out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special
Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator
(who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing
at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to this Agreement
or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to this
Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).


 


(d)       If
the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the
Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably
anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will
be made (i) to the Holders of outstanding Regular Certificates and to the Certificate Administrator in respect of the Lower-Tier
Regular Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining
Certificate Balance or Lower-Tier Principal Balance, as applicable, of each such Class of Certificates and Lower-Tier Regular Interest,
together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement (or,
if the Regular Certificates


 






    	-412- 



     


    

 


are no longer
outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates, of any amount
remaining in the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the
Excess Interest Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as applicable, in any case, following
the later to occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund or
(b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust Fund.


 


(e)       Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected
Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer, the Special Servicer
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the
Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have received, given or been
deemed to have received a Notice of Termination but in any event not more than thirty days, and not less than ten days, prior to
the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:


 


(i)        specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)       specify
the amount of any such final distribution, if known; and


 


(iii)      state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If the Trust Fund is not terminated
on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each affected
Certificateholder.


 


(f)       Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue


 






    	-413- 



     


    

 


or be payable
to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 9.01.


 


(g)       For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund pursuant
to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate Balance of the Controlling
Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates representing more
than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).


 


(h)       Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-E Notional
Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B,
Class C, Class D and Class E Certificates are reduced to zero, the Remaining Certificateholder shall have the right to exchange
all of its Certificates (but excluding the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property
(and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans)
remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties
hereto no later than 60 days prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall
pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the
then-outstanding Principal Balance Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event
that the Remaining Certificateholder elects to exchange all of the Certificates (other than the Class S and Class R Certificates)
for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired
with respect to the Outside Serviced Mortgage Loans) remaining in the Trust Fund in accordance with the preceding sentence, such
Remaining Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn
from the Collection Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in the
Collection Account. Upon confirmation that such final deposits have been made and following the surrender of all remaining Certificates
(other than the Class S and Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall,
upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Remaining 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 Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside
Serviced Mortgage Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section
9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the
making of certain payments to Certificateholders and Serviced Companion Loan Holders, sending of certain notices, the maintenance
of books and records and the preparation and filing of final tax returns), shall terminate. Such transfers shall be subject to
any rights of any


 






    	-414- 



     


    

 


Sub-Servicers
to service (or to perform select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, the
Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining
Certificate Balance of its remaining Certificates (other than the Class S and Class R Certificates), plus accrued and unpaid interest
with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the
Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties (or the Trust’s interests
therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section
9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of this Agreement
is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with
the Act, the Exchange Act and the Sarbanes-Oxley Act. 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 reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these
provisions on the basis of such evolving interpretations of Regulation AB. In connection with the CD 2017-CD5 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2017-CD5, and any Serviced Companion Loan Securities, each of the parties to this Agreement
shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting
Party, as applicable, to deliver to the Depositor or Other Depositor, 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 available to
it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor
or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable, to comply
with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as
applicable, to be necessary in order to effect such compliance.


 


Section 10.02     Succession;
Sub-Servicers; Subcontractors.


 


(a)       For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,
the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the


 






    	-415- 



     


    

 


Certificate Administrator
under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special
Servicer, any such Sub-Servicer or Certificate Administrator, the Certificate Administrator (or, in the case of a successor to
the Certificate Administrator, the Trustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable
Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long
as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise
no later than one (1) Business Day after such effective date, (x) written notice to the Depositor and each such Other Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and each
such Other Depositor, all information relating to such successor (which such successor Master Servicer, Special Servicer, Sub-Servicer
or Certificate Administrator shall be required to provide) reasonably requested by the Depositor or any such Other Depositor 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). The Certificate Administrator (or the Trustee, if applicable)
shall provide similar notice to the Depositor and each such Other Depositor in connection with any resignation or termination
of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with respect to
each Serviced Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each Co-Lender
Agreement (including with respect to the provision of any required notices) in connection with any resignation, termination, replacement
or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor
thereto.


 


(b)       For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Master
Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Master
Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)
utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request
provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written
description (in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each
Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying
(i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance
provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant
used by such Servicer for the benefit of the Depositor to comply with the provisions of Section 10.09 and Section 10.10
of this Agreement to the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor
(or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
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 10.09 and Section 10.10 of this Agreement, in each case, as and
when required to be delivered.


 






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(c)       For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor 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 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 the engagement
of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator,
as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing
agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed
to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing
Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special
Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate
Administrator and each such Other Depositor at least five (5) Business Days prior to the effective date of such engagement. Such
notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator,
as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(d)       For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a
Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties
of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing
Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer)
is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer)
or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that,
as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer”
within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master
Servicer, the Special Servicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification
or assignment to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion
Loan is affected at least five (5) Business Days prior to the effective date of such amendment, modification or assignment (or
if such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required
under Section 10.07 of this Agreement). Such notice shall contain all information reasonably necessary, and in such form
as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the
applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02


 






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of Form 8-K pursuant
to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


 


(e)       For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or
Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this
Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary
for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


Section 10.03     Filing
Obligations.


 


(a)       The
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization
Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section
10.07, 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 with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or
Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-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 shall promptly
as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is
not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such
Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the
Certificate Administrator 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, include such disclosure information on the next succeeding Form 10-D to be filed
for


 






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the Trust. In
the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor
thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare
any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended,
the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall
cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form
ABS-EE/A or Form 10-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 10.03 related to the timely preparation and filing of Form 12b-25
or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Article X. The Certificate Administrator shall have no 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 any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form
ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 10.04     Form
10-D and Form ABS-EE Filings.


 


(a)       Within
15 calendar 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 and Form ABS-EE then required by the Exchange Act, in form and substance
as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus and the preliminary
prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required to be filed with
the Commission and incorporated by reference into each such document. The Certificate Administrator shall file each Form 10-D with
a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator shall redact from
such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies.
Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D and/or Form ABS-EE (“Additional
Form 10-D Disclosure”) shall, pursuant to the following paragraph, be (i) reported by the parties set forth on Exhibit
U to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting
Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor
and each such Other 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 or any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after the
related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the
third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting
Party and Other Depositor


 






    	-419- 



     


    

 


to which the
particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer
or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such
party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer
in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent available to such party in such format)
or (in the case of asset-level information required by Item 1A on Form 10-D) XML Format or in such other format as otherwise agreed
upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting Party, each such Other Depositor
and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit
U to this Agreement shall include with such Additional Form 10-D Disclosure applicable to such party and shall cause each
Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to
cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received,
include, an Additional Disclosure Notification in the form attached as Exhibit W-1 to this Agreement (except with respect
to the reporting of balances of the Collection Account, each Loan Combination Custodial Account and each REO Account which shall
be delivered in the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2
any information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit U to
the Master Servicer within four (4) calendar days after the related Distribution Date) 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
or (in the case of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided that
any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of
its obligations to provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit U to this Agreement 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 fees assessed or expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D or (in the case
of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


 


(b)       Any
Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include 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(a) of this Agreement, (ii) include
a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key”
for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, (iii) include a reference to
the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key”
for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant
to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by reference the Form ABS-EE filing for the
related reporting period (which Form ABS-EE disclosures shall be filed at the time of each filing of the applicable report on Form
10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any


 






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portion of the
related reporting period), (v) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit W-2 hereto for inclusion therein within the time period described in this Section 10.04,
the balances of the Collection Account, each Loan Combination Custodial Account and each REO Account (to the extent the related
information has been received from the Special Servicer within the time period specified in this Section 10.04), in each
case as of the related Distribution Date and as of the immediately preceding Distribution Date and (vi) the balance of the Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account,
in each case as of the related Distribution Date and as of the immediately preceding Distribution Date.


 


(c)       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 Master Servicer (with
respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt
or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (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.


 


(d)       The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Richard Simpson, Telephone: (212) 816-5343. 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.


 


(e)       Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating
to the Collection 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.


 


(f)        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 5.07, the Certificate Administrator shall include on
the Form 10-D


 






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relating to the
reporting period in which such request was received disclosure regarding the request to communicate, and such disclosure is required
to 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.


 


(g)       At
the time required under Section 10.04(a), 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 4.02(b) as Exhibit
102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE
pursuant to Section 4.02(b), 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. 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.


 


(h)       After
preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically copies
of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) to the Depositor for review no later than seven (7) calendar days after the related
Distribution Date or, if the 7th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor
may pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date of data that had
been included in the Initial Schedule AL File or the Initial Schedule AL Additional File or (2) changes made to such CREFC®
Schedule AL File or Schedule AL Additional File by the Certificate Administrator following receipt from the Master Servicer). The
Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent related to such party’s obligations
hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule
AL Additional File as soon as possible. Within four (4) Business Days after receipt of copies of such Forms 10-D and ABS-EE from
the Certificate Administrator, but no later than two (2) Business Days prior to the 15th calendar day after the related
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 Form ABS-EE, respectively, and an officer of the Depositor shall sign the Form
10-D and Form ABS-EE with respect to the Trust and return an electronic or fax copy of each of the signed Form 10-D and Form ABS-EE
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed
Form 10-D and Form ABS-EE (in electronic form or by fax copy), the Certificate Administrator shall deem such


 






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reports to be
approved by the Depositor and shall proceed with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with respect
to the Trust cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing
with the Commission, the Certificate Administrator will make available on its internet website a final executed copy of each Form
10-D and Form ABS-EE with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York
10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to
Citigroup Global Markets Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646)
328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th
Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.04 related to the timely preparation and filing of Form 10-D and Form ASB-EE
with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 10.04. The Certificate Administrator shall have no 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 any Form 10-D or Form ABS-EE
with respect to the Trust, where such failure results because required disclosure information was either not delivered to the
Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


 


(i)        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 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 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.04(h) of this Agreement.


 


Section
10.05     Form 10-K Filings. (a) Within 90 days after the end of each fiscal year of the
Trust (it being understood that the fiscal year of 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 within 90 days after December 31,
2017, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-K then required by the Exchange
Act, in form and substance as then required by the Exchange Act. Each such Form 10-K with respect to the Trust shall include
the following items, in each case to the extent they have been delivered to the Certificate Administrator (in the form
required by this Agreement) within the applicable time frames set forth in this Agreement:


 






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(i)        an
annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as described
under Section 10.08; provided that the related signature pages may be delivered separately from such compliance statement;


 


(ii)       (A)
the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section
10.09; and


 


(B)       if
any such report on assessment of compliance with Servicing Criteria described under Section 10.09 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 10.09
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


 


(iii)       (A)
the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10;
and


 


(B)       if
any registered public accounting firm attestation report described under Section 10.10 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 to this Agreement as Exhibit X, 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; provided that the related signature
pages may be delivered separately.


 


Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other 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.


 


Not later than the end of each
fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers
with written notice of the name and address of each Servicing Function Participant retained by such party, if any, during such
fiscal year. Not later than the end of each


 






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fiscal year for
which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of
electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in
the identity of any party to this Agreement, including the name and address of any new party to this Agreement.


 


For so long as the Trust or any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing in March
2018, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with respect to any Servicing
Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party
(other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate Administrator,
the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-K Disclosure
is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be,
thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department
of such party), in EDGAR-Compatible Format (to the extent available to such party in such format) or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor
and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this
Agreement applicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional
Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the
extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
as Exhibit W to this Agreement, 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 with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations to provide
Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements
of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement
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 fees assessed and expenses incurred by the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this paragraph.


 


After preparing a Form 10-K with
respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K to the Depositor
for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15
is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval
to


 






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such preliminary
Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect to the Trust to the Depositor for review
no later than March 21 in the year immediately following the year as to which such Form 10-K relates, or if March 21 is not a
Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such complete Form 10-K,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or
approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day prior to the 10-K
Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect to the Trust 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.
Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report
to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K with respect to
the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission, the
Certificate Administrator will make available on the Certificate Administrator’s Website a final executed copy of each Form
10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial
Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number:
(212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street,
New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan
M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor
may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 10.05 related to the timely preparation and filing of Form 10-K with respect to the Trust 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 10.05. 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 Form 10-K with respect to the Trust, where such failure results
because required disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate
Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful
misconduct.


 


(b)       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 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 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.05(a) of this Agreement.


 






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Section
10.06     Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall
include a Sarbanes-Oxley Certification in the form attached to this Agreement as Exhibit X required to be included
therewith pursuant to the Sarbanes-Oxley Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, 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 Summary), the
Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a
Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to
provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the
Sarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no
later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a
Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit
Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit
Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person
acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced
under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and
upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance to the
certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer,
the related Outside Paying Agent and the related Outside Trustee. 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 the Certifying Person pursuant to this Section
10.06 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.


 


Section
10.07     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”), or if requested by the
Depositor, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K with respect to the Trust 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”) that is approved by the Depositor shall,
pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z to this Agreement to
the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such
Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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
with respect to the Trust, absent such reporting, direction and approval.


 


For so long as the Trust or any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible
Officer thereof


 






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has actual knowledge
of such event (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing
Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), within one (1)
Business Day after the occurrence of a Reportable Event (using commercially reasonable efforts), but in no event later than 1:00
p.m. (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i) the parties set forth on
Exhibit Z to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of
such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the Certificate Administrator
and each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant
for Exchange Act reporting purposes, in EDGAR-Compatible Format (to the extent available to such party in such format) or in such
other format as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other Depositor, each such Other
Exchange Act Reporting Party and such providing parties any Form 8-K Disclosure Information described on Exhibit Z to this
Agreement as applicable to such party, if applicable (ii) the parties listed on Exhibit Z to this Agreement shall include
with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each
Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor
of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached hereto as Exhibit W-1, 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 with respect to the Trust; provided
that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z
of its obligations to provide Form 8 K Disclosure Information that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit Z 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 fees assessed or expenses incurred by the Certificate Administrator
in connection with including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


 


With respect to any Loan Combination,
(i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or an Outside Co-Lender Agreement with
respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with respect to any Outside Service Provider of
an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as the case may be, shall promptly notify the
Depositor of such notice and cooperate with the Depositor to prepare and file on behalf of the Trust any Form 8-K, as required
by the Exchange Act and (ii) upon the execution of any amendment to a related Co-Lender Agreement, the Master Servicer, the Special
Servicer or the Trustee, as the case may be, executing such amendment on behalf of the Trust shall promptly notify the Depositor
and the Certificate Administrator of such execution and cooperate with the Depositor and the Certificate Administrator to prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.


 






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After preparing any Form 8-K
with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no event
earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day after the related 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 on the fourth Business Day after the related Reportable Event, a duly authorized representative of the
Depositor shall sign the Form 8-K with respect to the Trust 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 with respect to the
Trust cannot be filed on time or if a previously filed Form 8-K with respect to the Trust needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. 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 with
respect to the Trust, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York,
New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with
a copy to Citigroup Global Markets Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, telecopy number:
(646) 328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street,
17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.07 related to the timely preparation and filing of Form 8-K with respect
to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section
10.07. 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 and/or timely file any Form 8-K with respect to the Trust, 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.


 


In the case of a Form 8-K that
is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination, removal, resignation or
any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer
or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and
at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or before
the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information)
required for the Trust to comply in a timely manner with applicable filing


 






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requirements
under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s)
with respect to such information that are substantially similar to those delivered by the initial Master Servicer, the initial
Special Servicer, the initial Trustee, the initial Certificate Administrator or the initial Sub-Servicer, as the case may be,
or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure
materials relating to this Trust.


 


Section
10.08     Annual Compliance Statements. The Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee
shall furnish (and each of the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i)
with respect to any Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer of
such party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) (each such Additional
Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee
(if applicable), a “Certifying Servicer”) to the Certificate Administrator, the Serviced Companion Loan
Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other
Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate
furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2018, an
Officer’s Certificate (together with a copy thereof in EDGAR-Compatible Format, or in such other format as
otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other
Exchange Act Reporting Party and the applicable Certifying Servicer) 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. The Master
Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an
Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each
Additional Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a
Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of
each such Officer’s Certificate, the Depositor (and, in the case of a Serviced Companion Loan that is part of an Other
Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such
Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any
failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the
Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the
Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing


 






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agreement. The
obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or
Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such
Officer’s Certificate is required to be delivered.


 


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such
terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special
Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate
in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth in
the Outside Servicing Agreement.


 


Section 10.09     Annual Reports
on Assessment of Compliance With Servicing Criteria.


 


(a)       On
or before March 1 of each year commencing in March 2018, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year,
the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and,
if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting
Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced
Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party),
the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment
of compliance with the Relevant Servicing Criteria (together with a copy thereof in EDGAR-Compatible Format, or in such other format
as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other
Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements
of Item 1122 of Regulation AB and 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 Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of the end of and for the preceding calendar year, 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. Copies of all compliance reports delivered pursuant to this Section
10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 






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Each such report shall be addressed
to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall
address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this
Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each
Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria, 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 O to
this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or
duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant
of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.


 


(b)           On
the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the
Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria
for such party.


 


(c)           No
later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for the
Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)           In
the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to
the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to
any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement with respect
to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if it has made, or is required to make, an Advance during


 






    	-432- 



     


    

 


such period of
time) or the Operating Advisor was subject to this Agreement or the period of time that the applicable Servicing Function Participant
was subject to such other servicing agreement.


 


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use commercially
reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described
in this Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside Special Servicer,
Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form and substance similar
to the annual report on assessment of compliance described in this Section 10.09 and the attestation described in Section 10.10.


 


Section 10.10     Annual Independent
Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in March 2018, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required
to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause (and each of the preceding
parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with respect to any
other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or the applicable Servicing Function
Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report
(together with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the
Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable
party required to furnish, or cause to be furnished, such report under this Section 10.10) to the Certificate Administrator,
the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished
on behalf of the Special Servicer) and the Depositor, and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to
Section 12.13 of this Agreement, the Rule 17g-5 Information Provider, 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 and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing
an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in
all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria. 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 Act and the Exchange Act. Such
report must be available for general use and not contain restricted use language. Copies of such statement will


 






    	-433- 



     


    

 


be provided to
any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Promptly after receipt of such
report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in
the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the
Custodian’s, the Trustee’s (if applicable), the Operating Advisor’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 relates to an assessment of compliance
meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.


 


Section 10.11     Significant
Obligors


 


(a)           It
is hereby acknowledged that General Motors Building Mortgaged Property is a Significant Obligor with respect to the Trust, and,
accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for
such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each Form 10-D to be filed with respect to the
Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each Form 10-K
filed with respect to the Trust, as applicable. The parties hereto acknowledge that the respective dates on which financial statements
are required to be delivered to the related lender under the related Mortgage Loan documents are thirty (30) days following the
end of each fiscal quarter of the related Mortgagor or seventy-five (75) days following the end of each fiscal year of the related
Mortgagor, as applicable, as set forth in Section 9.1(c) of the related Loan Agreement.


 


If the Certificate Administrator
does not receive 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, with respect to the General Motors Building Mortgaged Property by the the date that is 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, the Certificate Administrator shall request such financial information from the related
Outside Servicer.


 


If the Certificate Administrator
has not received 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, it shall include the following statement with respect to Item 6 on the related Form 10-D with respect to the Trust
or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required for this [Item 6] [Item
1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made
on behalf of the registrant, to the extent


 






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required under
the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant
has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information
is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or
such other statement as directed by the Depositor. Upon receipt of any financial information that has been previously omitted
from any Form 10-D or Form 10-K with respect to the Trust because such information was received by the Certificate Administrator
after the related filing deadline, the Certificate Administrator shall include such previously omitted financial information in
the (i) next Form 10-D to be filed with respect to the Trust if such information is received by the Certificate Administrator
at least two (2) Business Days prior to the filing deadline of such Form 10-D or (ii) the second succeeding Form 10-D to be filed
with respect to the Trust if the Certificate Administrator does not receive such information prior to the date set forth in clause
(i) above.


 


(b)           With
respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor has
notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, to the extent
that the Master Servicer is in receipt of the updated financial statements of such Significant Obligor for any calendar quarter
(other than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of notice
from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial
statements of such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of
such Other Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or four (4) 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 fourteen (14) or more Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating income of such
Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines
and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of such 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.


 


If the Master Servicer does not
receive 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 any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information is
required to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange
Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall
cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to


 






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contact the related
Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than five (5) Business Days
prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, 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 Trust.


 


For the avoidance of doubt, the
Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with respect
to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).


 


Section 10.12     Indemnification.
Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify and hold harmless
each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other
Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses (including without limitation the costs of investigation,
legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of:
(i) the failure of any Indemnifying Party to perform its obligations under this Article X; (ii) the failure of any Servicing
Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations
under this Article X; (iii) any untrue statement of a material fact contained in any information (x) regarding the Indemnifying
Party or any Servicing Function Participant, Additional Servicer or Subcontractor engaged by it (other than any Mortgage Loan
Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such Indemnifying Party
in connection with the performance of such Indemnifying Party’s obligations described in this Article X, or the omission
to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, that such Indemnifying Party shall be entitled to participate at its own expense
in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect to any litigation
or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (provided
that any such consultation shall be non-binding); (iv) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with respect
to such Indemnifying Party.


 


In addition, each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of such party
that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant
or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer of
such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate)


 






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with the Depositor
or any Other Depositor, as applicable, as necessary for the Depositor or any 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 regarding (x) information delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian, the Trustee,
a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)
information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such 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 for inclusion in the Depositor’s or
any Other Depositor’s response to the Commission, 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 and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party
is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies
of all material communications pursuant to this paragraph. If such election is made, the applicable Affected Reporting Party shall
be responsible for directly negotiating such response and/or resolution with the Commission 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 and copy the Depositor or any Other Depositor on all correspondence with the Commission and provide the Depositor
or any Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s expense) in any
telephone conferences and meetings with the Commission and (ii) the Depositor or any Other Depositor shall cooperate with such
Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to
notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission 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 related to the foregoing shall be promptly
paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional


 






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Servicer retained
by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to
comply with, this paragraph) in the related sub-servicing or similar agreement.


 


The Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function
Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director
or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act 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 (including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing
or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations,
(iii) other than in the case of the Operating Advisor, any failure by such Servicer (as defined in Section 10.02(b)) to
identify a Servicing Function Participant pursuant to Section 10.02(c), or (iv) any Deficient Exchange Act Deliverable with
respect to such Servicing Function Participant.


 


If the indemnification provided
for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient to hold
harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor or any
Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall contribute to the amount paid or payable to the indemnified party
as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect
the relative fault of the indemnified party on the one hand and the Performing Party on the other in connection with a breach of
the Performing Party’s obligations pursuant to this Article X (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports
or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 10.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator.


 






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Section 10.13     Amendments.
This Article X may be amended by the parties hereto pursuant to Section 12.07 of this Agreement for purposes of
complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to
the contrary contained in this Agreement.


 


Section 10.14     Regulation
AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant
to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this
Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th
Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com,
with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard
Simpson, telecopy number: (646) 328-2943 e-mail: richard.simpson@citi.com, and with a copy to Citigroup Commercial Mortgage
Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number:
(646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or to such other address(es), facsimile numbers and/or electronic mail
addresses as may be designated by the Depositor.


 


Section 10.15     Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may
terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply
with any of its obligations under this Article X; provided that (a) such termination shall not be effective until
a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated
if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust,
any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 where such failure results
from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement
any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file
any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its
own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with
any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed pursuant
to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor
gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s
failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form
10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.15
on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.


 






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Section 10.16     Termination
of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer
or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X and
such failure is not remedied within (A) one (1) Business Day in the case of a failure to comply with any obligation under Sections
10.02, 10.04, 10.07 and 10.11 or to otherwise deliver any item relating to a Reportable Event under this
Article X, or (B) five (5) Business Days in the case of a failure to comply with any obligation under this Article X that is not
described in clause (A) above; provided that such termination shall not be effective until a successor master servicer
or special servicer, as applicable, shall have accepted the appointment.


 


Section 10.17     Termination
of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee,
as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing
agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate such agreement (without
compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer
or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable,
is required to deliver under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly notify the Depositor
following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting
items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise
contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding
sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Master
Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit
any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as applicable, may
have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.


 


Section 10.18     Notification
Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan. 


 


(a)           Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article X, in connection with the requirements contained in this Article X that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any
such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice
(or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with
related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided
written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation of receipt
of such written notice, in each case, in accordance


 






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with Section
12.04 of this Agreement and (ii) such period shall not be less than 3 Business Days) (which shall only be required to be delivered
once), (i) setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated
by Section 10.08, Section 10.09 and Section 10.10 of this Agreement, stating that such Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and
other items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act
reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single
written notice to such effect; provided further, that this notice requirement does not apply to any Serviced Companion
Loan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer,
Special Servicer, Operating Advisor, the Asset Representations Reviewer, Custodian, Trustee and Certificate Administrator in cooperating
with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed
duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall
have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law
requires the delivery of the items identified in this Article X to such Other Depositor and Other Exchange Act Reporting
Party of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under
this Article X in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for
delivery set forth in this Article X with respect to such Other Securitization Trust or (ii) in the absence of such confirmation,
the parties shall not be required to deliver such items; provided that no such confirmation will be required in connection
with any delivery of the items contemplated by Section 10.08, Section 10.09 and Section 10.10 of this Agreement.
Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization
Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements
of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the
right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting
Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)           Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit
a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate
by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the
holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced
Companion Loan.


 


(c)           The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Serviced


 






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Companion Loan
such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the updated description referred
to in Section 10.18(b) with respect to such party, substantially identical to those, if any, delivered by the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection
with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated
as deemed appropriate by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective
legal counsel, as the case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
shall be obligated to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver
a corresponding item with respect to this Trust.


 


(d)           Each
of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof is
paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and the
trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information
(including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner
with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection
with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


In the case of a Form 8-K that
is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2017-CD5 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that
transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


 


In the case of a Form 8-K that
is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any other replacement
of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the reasonable
cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section
10.18(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to
such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.19     Termination
of Exchange Act Filings With Respect to the Trust. 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


 






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with respect
to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the suspension
of reporting in respect of the Trust under the Exchange Act or any other 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, the obligations of the
parties to this Agreement under Section 10.04, Section 10.05, Section 10.06 and Section 10.07, solely
insofar as they relate to the Trust, shall be suspended. 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
or other applicable form, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its
Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence preparing and filing reports on
Forms 10-K, 10-D, ABS-EE and 8-K with respect to the Trust as required pursuant to Section 10.04, Section 10.05, Section
10.06 and Section 10.07, and all parties’ obligations under this Article X shall recommence.


 


Article
XI



ASSET REVIEW PROVISIONS


 


Section 11.01     Asset Review.


 


(a)           On
or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master
Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant
to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s
Website and (ii) 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 Collection Period in which the Asset Review Trigger occurred, notice
of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur:
“As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset
Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after
providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer
and/or the Special Servicer, as applicable, 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 LL within two (2) Business Days of
such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 






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If Certificateholders evidencing
not less than 5% of the aggregate 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 the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes
in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote
to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days
of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Parties and the other Certificateholders
(such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and 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). Upon receipt of an Asset
Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator
with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate
Administrator shall 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 received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence
of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote
Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as
described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate
Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)           (i)
Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian
(with respect to clauses (1) – (5) below for all of the Mortgage Loans), the Master Servicer (with respect
to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below
for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business
Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for
such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy
of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 






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(1)           a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)           a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)           a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)           a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)           any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset
Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)           Notwithstanding
the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to the Mortgage Loan
Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


 


(iii)          The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 11.01
(any such information, “Unsolicited Information”).


 


(iv)         Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room 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 Asset Review Standard and the procedures set


 






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forth on Exhibit
JJ (each such procedure, a “Test”). 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)         In
connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect to
each Delinquent Loan:


 


(A)           Within
10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition of “Review
Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in any event
within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the
Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any Review Materials
made available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for such
Delinquent Loan, the Asset Representations Reviewer shall promptly notify the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and request
that the Master Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10 Business Days after receipt
of notification from the Asset Representations Reviewer) deliver to the Asset Representations Reviewer such missing documents 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 12.04 of this Agreement. In the
event any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, within such 10-Business
Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided
that the Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver any such missing documents
only to the extent such document is in the possession of the Mortgage Loan Seller.


 


(B)           Following
the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is provided to the Asset


 






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Representations
Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary report with respect
to such Delinquent Loan setting forth (i) the preliminary results of the application of the Tests, (ii) if applicable, whether
the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii) a list of any applicable missing documents
together with the reasons why such missing documents are necessary to complete any Test, and (iv) (if the Asset Representations
Reviewer has so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively, the
“Preliminary Asset Review Report”). The Asset Representations Reviewer shall provide each Preliminary Asset
Review Report to the Special Servicer, who shall promptly, but in no event later than 10 Business Days of receipt thereof, provide
the Preliminary Asset Review Report to the applicable Mortgage Loan Seller. The Asset Representations Reviewer shall include the
following statement in the related correspondence when providing each Preliminary Asset Review Report to the Special Servicer:
“This is a Preliminary Asset Review Report regarding an Asset Review under Section 11.01 of the Pooling and Servicing Agreement
relating to the CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2017-CD5, requiring action by
you as the recipient of such Preliminary Asset Review Report. You are required to deliver the Preliminary Asset Review Report
to the applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary Asset Review Report”.
If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed to fail any
Test, the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset Review Report (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will be required under the related
Mortgage Loan Purchase Agreement to provide to the Special Servicer any documents or any explanations to support (i) a conclusion
that a subject representation and warranty has not failed a Test or (ii) a claim that any missing documents in the Review Materials
are not required to complete a Test, and the Special Servicer shall promptly, but in no event later than ten (10) Business Days
after receipt from the applicable Mortgage Loan Seller, deliver to the Asset Representations Reviewer any such documents or explanations
received from the applicable Mortgage Loan Seller given to support a claim that the representation and warranty has not failed
a Test or a claim that any missing documents in the Review Materials are not required to complete a Test.


 


(C)           Within
the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer
by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations
Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially in the form
attached hereto as Exhibit HH, 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, together with 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


 






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Report”),
to each party to this Agreement, the related Mortgage Loan Seller and the Controlling Class Representative (if such Delinquent
Loan is not an Excluded Mortgage Loan), and (ii) a summary of the Asset Representations Reviewer’s conclusions included
in such Asset Review Report (an “Asset Review Report Summary”) , substantially in the form attached hereto
as Exhibit II, to the Trustee and Certificate Administrator (who shall include such Asset Review Report Summary in the Form 10-D
relating to the Collection Period in which such Asset Review Report Summary is received and post such Asset Review Report Summary
on the Certificate Administrator’s Website in accordance with Section 10.04(e)). The period of time by which the
Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written notice to the
parties to this Agreement and the applicable Mortgage Loan Seller(s), if the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that such additional time is required due to the characteristics of the Delinquent Loan(s) and/or
the Mortgaged Property or Mortgaged Properties. In addition, in the event that the Asset Representations Reviewer does not receive
any documentation that it requested from the Master Servicer (with respect to Performing Serviced Loans), the Special Servicer
(with respect to Specially Serviced Loans) or the applicable 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 documents received by the Asset Representations Reviewer with respect to the related Delinquent
Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documents from any
party to this or otherwise.


 


(viii)        Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(a).


 


(ix)           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 the responsibility
of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.


 


(c)           The
Asset Representations Reviewer and its Affiliates shall keep confidential any 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


 






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that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall
keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review that are
provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose
such documents except for purposes of complying with its duties and obligations hereunder.


 


(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 11.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii) have been paid any
fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Controlling Class Representative or any of their respective Affiliates in connection with due diligence or other
services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification.


 


(e)           With
respect to any Delinquent Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced
by an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an
Outside Special Servicer), the related Outside Trustee and the related Outside Certificate Administrator (and, in each case, such
other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


 


Section 11.02     Payment of
Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)           [RESERVED]


 


(b)           Upon
the completion of an Asset Review with respect to each Delinquent Loan and receipt by the related Mortgage Loan Seller of a written
invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage Loan Purchase
Agreement to pay to the Asset Representations Reviewer within forty-


 






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five (45) days
after such written invoice a fee (the “Asset Representations Reviewer Asset Review Fee”) that is equal to the
lesser of (a) a fee billed at an adjustable hourly rate and (b) the Asset Representations Reviewer Asset Review Fee Cap. With
respect to any Affirmative Asset Review Vote and the related Delinquent Loans subject to any Asset Review (for purposes of this
Section 11.02(b), the “Subject Loans”), the “Asset Representations Reviewer Asset Review Fee
Cap” shall equal the sum of: (i) $10,000 multiplied by the number of Subject Loans, plus (ii) $2,000 per Mortgaged Property
relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property relating
to a Subject Loan subject to a Ground Lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise
agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv),
to annual adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers or other similar index if the
Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year in which
the related Asset Review Notice is given. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent
Loan shall be paid by the related Mortgage Loan Seller (provided that, if the General Motors Building Mortgage Loan is a Delinquent
Loan, it shall be treated as one Mortgage Loan for the purposes of assessing any Asset Representations Reviewer Asset Review Fee,
and each of CGMRC and GACC shall only be responsible for paying its proportionate share of any such Asset Representations Reviewer
Asset Review Fee attributable to the General Motors Building Mortgage Loan (CGMRC’s proportionate share to be determined
according to the proportion that the outstanding principal balance of the portion of the General Motors Building Mortgage Loan
evidenced by the CGMRC General Motors Building Note bears to the outstanding principal balance of the entire General Motors Building
Mortgage Loan; and GACC’s proportionate share to be determined according to the proportion that the outstanding principal
balance of the portion of the General Motors Building Mortgage Loan evidenced by the GACC General Motors Building Note bears to
the outstanding principal balance of the entire General Motors Building Mortgage Loan)); provided, however, that
if (1) the related Mortgage Loan Seller is insolvent or (2) the related Mortgage Loan Seller fails to pay such amount within ninety
(90) days following receipt of the Asset Representations Reviewer’s invoice, then such fee shall be paid by the Trust Fund
following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Special Servicer of such insolvency
or failure to pay such amount; and provided, further, that 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 Special
Servicer shall determine whether to pursue (and, if it determines to do so, shall pursue) remedies against such Mortgage Loan
Seller or its insolvency estate to recover any such amounts to the extent paid by the Trust. If paid by the Trust Fund as described
in the immediately preceding sentence, the Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall be payable from funds on deposit in the Collection Account as set forth in Section 3.06(a).


 


(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 such Delinquent Loan that was the subject of a completed Asset Review that is repurchased 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 11.02(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 11.03     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. In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset
Representations Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer (and such failure results
in an Asset Representations Reviewer Termination Event) by giving written notice to the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder. Upon such notice of resignation,
the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.
No resignation of the Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer that is
an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. 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 shall bear
all costs and expenses of each party hereto and each Rating Agency in connection with its resignation and the transfer of its
duties.


 


Section 11.04     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 11.05     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 thirty (30) days after the date on which written notice of such failure is given to the Asset Representations Reviewer
by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates having greater


 






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than 25% of the
aggregate Voting Rights; provided, however, that with respect to any such failure which is not curable within such
30-day period, the Asset Representations Reviewer will have an additional cure period of 30 days to effect such cure so long as
it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)          any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure 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;


 


(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 (and simultaneously deliver such written notice to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 11.01(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
not less than 25% of the Voting Rights (without regard to the application of any 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


 






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to such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset
Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement
in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein
to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate
Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)           Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any 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 of such requested vote to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s
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 affirmative vote of the Holders of Certificates evidencing at least 75% of the Voting
Rights allocable to the Certificates of those Holders that exercise their right to vote (provided that Holders representing the
applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote (which, for
the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)), 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 entitled to at least 75% of a Certificateholder Quorum elect to remove the Asset
Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer shall 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 11.05,
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 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset
Representations Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations
Reviewer pursuant to Section


 






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11.05(b)), as
applicable, shall appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee
shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Directing Holder and each Certificateholder within one Business Day
of such appointment. 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, but not obligated,
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.


 


The Asset Representations Reviewer
shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification
and, if an Asset Representations Reviewer Termination Event occurs as a result, immediately resign under Section 11.03 of
this Agreement, and a successor asset representations reviewer shall be appointed in accordance with Section 11.03.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative. 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).


 


Article
XII



MISCELLANEOUS PROVISIONS


 


Section 12.01     Counterparts.
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.


 


Section 12.02     Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund,


 






    	-454- 



     


    

 


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 Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.


 


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 Fund, 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 person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.


 


No Certificateholder shall have
any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any
Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting Rights of any
Class of Certificates affected thereby shall have made written request upon the Trustee (with a copy to the Certificate Administrator)
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for
60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. 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 of any Class shall have any right in any manner
whatever by virtue of any provision of this Agreement 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, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Certificates
of such Class. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


 


Section 12.03     Governing
Law. 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 SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 12.04     Notices.
Unless otherwise specifically provided in this Agreement, 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 if (a) personally delivered, (b) mailed
by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be deemed
to have been duly given only when


 






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received), (c)
sent by nationally recognized express courier delivery service and received by the addressee, (d) transmitted by facsimile transmission
(or any other type of electronic transmission agreed upon by the parties) and received by the addressee or (e) only with respect
to any addressee of any party for which an electronic mail address is set forth below, sent by electronic mail (provided, however,
any notice provided by electronic mail shall not be considered delivered until receipt of such electronic mail is confirmed by
the addressee), to the applicable party at the following address(es), to: (i) in the case of the Depositor, Citigroup Commercial
Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax
number (212) 723-8599, and 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, fax number (646) 328-2943,
and 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, fax number (646) 862-8988,
and with an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com;
(ii) in the case of the Master Servicer, Wells Fargo Bank, National Association, Commercial Mortgage Servicing, Three Wells Fargo,
MAC D1050-084, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, Attention: CD 2017-CD5 Asset Manager, fax number:
(704) 715-0036, email: Commercial.servicing@wellsfargo.com, with a copy to Wells Fargo Bank, National Association, Legal Department,
301 South College Street, TW-30, D1053-300, Charlotte, North Carolina 28202-6000, Attention: Commercial Mortgage Servicing Legal
Support, fax number: (704) 383-3663, with a copy to K&L Gates LLP, Hearst Tower, 214 North Tryon Street, Charlotte, North
Carolina 28202, Attention: Stacy G. Ackermann, fax number: (704) 353-3190, and with respect to e-mail pursuant to Section 12.06
and Section 12.13 of this Agreement, at RAInvRequest@wellsfargo.com, and with respect to any investor inquiry,
at REAM_InvestorRelations@wellsfargo.com; (iii) in the case of the 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 Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172, Attention: Jeff Krasnoff, Niral
Shah and Adam Singer, Facsimile number: (305) 229-6425, E-mail: niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and
jeff.krasnoff@rialtocapital.com; (iv) in the case of the Certificate Administrator, Citibank, N.A., 388 Greenwich Street, New
York, New York 10013, Attention: Citibank Agency & Trust - CD 2017-CD5, fax number: (212) 816-5527, and with respect to e-mail
pursuant to this Agreement, at ratingagencynotice@citi.com; (v) in the case of the Trustee, Wilmington Trust, National
Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee – CD 2017-CD5, fax number (302)
636-4140, Email: cmbstrustee@wilmingtontrust.com; (vi) in the case of each of the Asset Representations Reviewer and the Operating
Advisor, Park Bridge Lender Services LLC, 600 Third Avenue, 40th floor, New York, New York 10016, Attention: CD 2017-CD5 -- Surveillance
Manager, with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail
pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com; (vii) in the case of the Rating
Agencies: (A) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007, Attention: Commercial Mortgage
Surveillance Group, fax number: (212) 553-0300, email: CMBSSurveillance@Moodys.com, (B) Fitch Ratings, Inc., 33 Whitehall Street,
New York, New York 10004, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 635-0295, e-mail: Info.cmbs@fitchratings.com,
and (C) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York 10022, Attention: CMBS Surveillance, fax
number: (646) 731-2395; (viii) in the case of the Mortgage Loan Sellers, (A) Citigroup Global Markets Realty Corp., 390 Greenwich
Street, 5th Floor, New York, New York 10013, to the attention of Paul


 






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Vanderslice, fax number (212) 723-8599, and 390 Greenwich
Street, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, with copies by electronic mail
to Richard Simpson at richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case
of each Rule 15Ga-1 Notice, cmbs.notice@citi.com; (B) German American Capital Corporation, 60 Wall Street, New York, New
York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com; and (C) Citi Real Estate Funding Inc.,
390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and
390 Greenwich Street, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, with copies by
electronic mail to Richard Simpson at richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com
and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com; (ix) in the case of the Underwriters, (A) Citigroup
Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212)
723-8599, and 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with copies
by electronic mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com;
(B) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic
mail to lainie.kaye@db.com; and (C) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John Martinko,
Director of Debt Syndicate, facsimile number: (646) 412-1500; (x) in the case of the Initial Purchasers, (A) Citigroup Global
Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212) 723-8599,
and 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with copies by electronic
mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com; (B) Deutsche
Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com;
and (C) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John Martinko, Director of Debt Syndicate,
facsimile number: (646) 412-1500; and (D) Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York
10152, Attention: A.J. Sfarra, facsimile number: (212) 214–8970 (with a copy to: Wells Fargo Law Department, D1053-300,
301 South College St., Charlotte, North Carolina 28288, Attention: Jeff D. Blake, facsimile number: (877) 572-7039)); (xi) in
the case of the initial Controlling Class Representative, RREF III-D AIV RR, LLC, c/o Rialto Capital Management LLC, 600 Madison
Avenue, 12th Floor, New York, New York 10022, Attention: Josh Cromer, Facsimile number: (212) 751-4646, with a copy to: RREF III-D
AIV RR, LLC, c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Joseph Bachkosky,
Facsimile number: (212) 751-4646; and (xii) in the case of the initial VRR1 Risk Retention Consultation Party, Citi Real Estate
Funding Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, facsimile no. (212) 723-8599
with a copy to Citi Real Estate Funding Inc., 390 Greenwich Street, New York, New York 10013, Attention: Richard Simpson, with
copies by electronic mail to richard.simpson@citi.com, ryan.m.oconnor@citi.com; and (xiii) in the case of the initial VRR2 Risk
Retention Consultation Party, Deutsche Bank AG, New York Branch, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye,
with a copy by electronic mail to cmbs.requests@db.com; or as to each such Person such other address or e-mail 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 communication required


 






    	-457- 



     


    

 


or permitted to be delivered to a Certificate Owner shall
be deemed to have been duly given to the extent delivered through the Depository. 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.
Notwithstanding anything contained in this Section 12.04 to the contrary, nothing in this Section 12.04 shall constitute
consent by any party hereto to service of process upon such party by facsimile transmission, electronic mail or any other type
of electronic transmission.


 


The obligation of any party to
this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this Agreement
has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer, Other
Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact information
provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt of written
notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or
a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and
contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 


Section 12.05     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, to the extent permitted by applicable law, 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 12.06     Notice to
the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)           The
Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail to
the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider)
and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its


 






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election to not
receive such notification) by electronic mail of the posting of such notice, which electronic mail may be automatically generated
by the Rule 17g-5 Information Provider’s Website:


 


(i)           any
material change or amendment to this Agreement;


 


(ii)          the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)         the
merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator
or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)         the
repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)          the
final payment to any Class of Certificateholders;


 


(vi)         any
change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account or any Distribution Account;


 


(vii)        any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 


(viii)       any
change in the lien priority of a Mortgage Loan.


 


(b)           The
Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information
Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the terms
of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered
Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic
mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s
Website:


 


(i)           each
of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)          each
of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


 


(iii)         each
of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 






    	-459- 



     


    

 


(iv)         upon
request, a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section
3.03(a) or Section 4.02(b); and


 


(v)          upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.


 


(c)           The
Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to the
Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the Certificate Administrator
is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section 8.11(b)
of this Agreement (to the extent not already delivered or made available pursuant to the terms of this Agreement and to the extent
such items were prepared by or delivered to the Certificate Administrator in electronic format), and the Rule 17g-5 Information
Provider shall upload such documents to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt
if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m..


 


(d)           After
any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information Provider’s
Website pursuant to Sections 12.06(a), 12.06(b) or 12.06(c), the Rule 17g-5 Information Provider may send
such posted notice, document or item to a Registered Rating Agency.


 


Section 12.07     Amendment.
This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable,
any Companion Loan Holder:


 


(i)            to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)           to
correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the description
thereof in the Prospectus or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of
the party requesting the amendment);


 


(iv)          to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the


 






    	-460- 



     


    

 


Trust Fund, provided
that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided
that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class
R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) 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 any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


(v)           to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel;


 


(vi)          to
modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations of
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the
Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under this Agreement); provided, further
that notice of such modification is provided to all parties to this Agreement; and


 


(vii)         to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates
by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests
of any Certificateholder;


 


provided, further that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or
the right to receive information under this Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under this Agreement of the Operating
Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage
Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as
such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


 






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This Agreement or any Custodial
Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding;


 


(iii)          change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;


 


(iv)          change
the definition of “Servicing Standard” without either (A) consent of 100% of the holders of the Certificates or (B)
Rating Agency Confirmation;


 


(v)           without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (A) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under this Agreement,
(B) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (C) the right of the Certificateholders
to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)          adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)         adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)        change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


In the event that neither the
Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective
with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master Servicer, in writing,
and to the extent required by this Section, the Certificateholders, the Serviced Companion Loan Holders, the Mortgage Loan Sellers,
the


 






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Underwriters
and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, (A) the Master Servicer shall forward
a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder, each
Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the Certificate Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder and to the Rule 17g-5 Information Provider who shall post a copy
of such notification to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement.
It shall not be necessary for the consent of Certificateholders or the Serviced Companion Loan Holders, the Mortgage Loan Sellers,
Underwriters or the Initial Purchasers, as applicable, under this Section 12.07 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders or the Serviced Companion Loan Holders, the
Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable regulations
as the Trustee may prescribe; provided, however, that such method shall always be by affirmation and in writing.


 


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the
Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian),
and/or the Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting
such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the
Trustee or the Certificate Administrator for any purpose described in clause (i) or (ii) of the first sentence of this Section,
then at the expense of the Trust Fund), to the effect that such amendment will not cause either Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any
Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the highest marginal
corporate tax rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment
to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively
upon an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described
in clause (i), (ii), (iii) or (v) (which does not modify or otherwise relate solely to the obligations, duties or rights of the
Trustee or the Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense of the Trust
Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent
to such amendment are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian)
and the Certificate Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s,
the Custodian’s (if the Certificate Administrator is then acting as Custodian) or the Certificate Administrator’s,
as applicable, own rights, duties or immunities under this Agreement. Any party hereto requesting an amendment to this Agreement
shall provide (x) notice of such amendment no later than 3 Business Days prior to the anticipated date of execution, and (y) a
copy of the executed amendment no later than the date of execution,


 






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to each Other
Depositor (and counsel thereto) and Other Exchange Act Reporting Party under each Other Pooling and Servicing Agreement (which
may be by email) in order for each Companion Loan Holder to timely comply with its obligations under the Exchange Act. The party
requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider, for posting on the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, prior written notice of such proposed
amendment.


 


Section
12.08     Confirmation of Intent. The Depositor intends that the conveyance of the
Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement 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 and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and
interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and
payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time
to time in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all
reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance
Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable
UCC.


 


Section 12.09     Third-Party
Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii) the next sentence, no Persons
other than a party to this Agreement, any Serviced Companion Loan Holder (unless it is the Mortgagor under the applicable Serviced
Companion Loan or an Affiliate thereof) and any Certificateholder, shall have any rights with respect to the enforcement of any
of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to its rights to receive any documents,
certifications, information and/or indemnification hereunder and its rights under Section 2.02, Section 5.03 and
Section 12.07 of this Agreement), any Serviced Companion Loan Holder (in respect of the rights afforded it under this Agreement,
any related Other Servicer shall be entitled to enforce the rights of such Serviced Companion Loan Holder under this Agreement
and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Section 2.03(a), Section 2.03(b),
Section 2.03(c), Section 3.09(d)(i), Section 12.07 and Section 12.16 of this Agreement and its rights
as a Privileged Person), the Retaining Sponsor (with respect to its rights under Section 5.02(f) and Section 5.03(i)) any
Other Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement),
any Other Servicer and Other Special Servicer (with respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer or Other Special Servicer, as the case may be, and the provisions herein regarding coordination
of Advances) and, subject to Section 12.02 of this Agreement, any Certificateholder (which are intended third-party beneficiaries
of this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced
Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such Serviced Companion
Loan


 






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Holder is not
the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.


 


Without limiting the foregoing,
the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan is an intended
third-party beneficiary of this Agreement.


 


Section 12.10    Request
by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to be delivered to
a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement,
such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder, as applicable,
to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder
or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information
may be requested. The notice shall set forth the applicable Sections where such reports and information are requested.


 


Section 12.11    Waiver
of Jury Trial. 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 12.12     Submission
to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE 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 SUCH
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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 AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER
PERMITTED BY LAW.


 


Section 12.13     Exchange
Act Rule 17g-5 Procedures. 


 


(a)           Except
as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or
as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating


 






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Agency makes
an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon
the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on
the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business
Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation
of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule
17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s
Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.


 


(b)           To
the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule
17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider
shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day
of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or,
if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared
by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall,
promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information
or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall
be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party
believes is reasonably necessary for the applicable Rating Agency to make its decision.


 


(c)           Notwithstanding
the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required)
to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the
following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such
communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral
communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency
the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic
email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not


 






    	-466- 



     


    

 


limited to, providing
responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that
such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures
shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post
any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s
Website in accordance with the procedures set forth in Section 12.13(h).


 


(d)           Each
of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or
otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties,
fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying
Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or
Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations
made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach
referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or
other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim,
as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any
change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).


 


(e)           None
of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in
the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability
for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,
(ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to
perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that
are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule
17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information
Provider’s Website.


 


(f)            None
of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to
(i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,
(ii) such Rating Agency’s approval of the Master Servicer or the Special


 






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Servicer, as
applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the
Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however,
that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower,
property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact
previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating
Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been
posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the
date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing
to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking
credit rating surveillance for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon
written request, certify to the Depositor that it received the confirmation described in this clause (z)).


 


(g)           The
Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of
a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement.


 


(h)           The
Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to
the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document
format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information
Provider agree to do so in such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject
reference of “CD 2017-CD5” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 


(A)           all
items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(B)           all
information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b)
and 12.13(c);


 


(C)           any
Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor;


 


(D)           any
transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider
by the Depositor; and


 


(E)           any
other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 






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The 17g-5 Information Provider
shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received
by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting
of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each Registered Rating
Agency and (ii) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website.


 


The Rule 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. If any information
is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s
Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have
obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule
17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i)
the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs
upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information
Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If
a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted
by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not
a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on
such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider
shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided,
that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website.
Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to 1-888-855-9695 and ratingagencynotice@citi.com
(specifically referencing “CD 2017-CD5” in the subject line) (or to such other telephone number or e-mail address as
the Rule 17g-5 Information Provider may designate).


 


The 17g-5 Information Provider
shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection
with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration
and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall
not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information
was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading
of “CD 2017-CD5” and sufficient


 






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detail to indicate
that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying
a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information
Provider shall only be responsible for sending such notices to the electronic mail address(es) of such Registered Rating Agency
as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website
or upon any subsequent update of such electronic mail address(es) made by such Registered Rating Agency through the Rule 17g-5
Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices
to any electronic mail address(es) of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner
described in this sentence.


 


(i)           In
connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,
as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other document has been
posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report, notice or other document
to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider
that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website
and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or other
document to the Rule 17g-5 Information Provider.


 


(j)            With
respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee shall
provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt
from an Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect of such
Outside Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider under
this Agreement for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider
shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.


 


(k)           The
Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider
that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


 


(l)            If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party “due
diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect to the Mortgage
Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with Section 12.13(h).
The 17g-5 Information Provider shall


 






    	-470- 



     


    

 


post on the 17g-5
Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider
or from another party to this Agreement, in accordance with the timeframe provided in Section 12.13(h).


 


(m)          Neither
the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided by
a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section 12.14     Cooperation
with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements.


 


It is expressly agreed and understood
that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled
to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan
Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any
Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions
of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender and/or its
loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation,
reassignment to the related Mortgage Loan Seller of such sections, but no other portion, of the Loan Documents, to permit the related
Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special
Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable
law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause
either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under
this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.


 


[Signature Pages Follow]


 




    	-471- 



     


    

 




IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and
year first above written.


 


		CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor



 


	 	By:	/s/ Richard W. Simpson
			
Name: Richard W. Simpson

Title: Authorized Signatory



 


		WELLS Fargo Bank, National Association, as Master
                                                                                                                         Servicer



 


	 	By:	/s/ MaryKate Walker
			Name: MaryKate Walker

Title: Vice President



 


		RIALTO CAPITAL
                                                                          ADVISORS, LLC, as Special Servicer



 


	 	By:	/s/ Cheryl Baizan
			Name: Cheryl Baizan

Title: Chief Financial Officer



 


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			PARK BRIDGE LENDER SERVICES LLC as Operating Advisor and as Asset Representations Reviewer



 


		By:	 Park Bridge Advisors LLC, a New York limited liability company, its Sole Member
	 	 	 
	 	 	By: Park
                                                                          Bridge Financial LLC, a New York limited liability company, its Sole Member



 


	 	By:	/s/ Robert J. Spinna, Jr.
			Name: Robert J. Spinna, Jr.

Title: Managing Member



 


		CITIBANK, N.A.,

as Certificate Administrator



 


	 	By:	/s/ Anthony Bausa
			Name: Anthony Bausa

Title: Vice President



 


		WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee



 


	 	By:	/s/ Beverly D. Capers
			Name: Beverly D. Capers

Title: Assistant Vice President



 


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	STATE OF NEW YORK	)
	 	 ) ss:
	COUNTY OF NEW YORK	 )



 


On this 11 day of August 2017,
before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Richard W. Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Authorized
Signatory of Citigroup Commercial Mortgage Securities Inc., a Authorized Signatory, one of the entities described in and that executed
the foregoing instrument; and that s/he signed her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	/s/ Nannette L. Edwards 
	 	Notary Public in and for the

State of New York



 


	
        Nannette L. Edwards 

        Notary Public, State of New York 

        No. 01ED6158862 

        Qualified in Queens County 

        Commission Expires Jan. 08, 2019
	 


 


My Commission expires:



[NOTARIAL SEAL]


 


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	STATE OF North Carolina	)
	 	): ss.
	COUNTY OF MECKLENBURG	)



 


On this 3 day of August 2017,
personally appeared before me MaryKate Walker, to me known (or proved to me on the basis of satisfactory evidence) to be a Vice
President of Wells Fargo Bank, National Association, a national banking association that executed the within and foregoing instrument,
and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by her
signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 





	 	/s/ Jamie Isenhower
	 	Notary

Name: Jamie Isenhower


 


My Commission expires: November 12, 2017



[NOTARIAL SEAL]


 


JAMIE ISENHOWER


My Commission Expires: 11-12-17


CABARRUS COUNTY, NC


 


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	STATE OF FLORIDA	)
	 	) ss.:
	COUNTY OF MIAMI-DADE	)



 


On this 8th day of August 2017,
before me, the undersigned, a Notary Public in and for the State of Florida, duly commissioned and sworn, personally appeared Cheryl
Baizan, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Chief Financial Officer
of Rialto Capital Advisors, LLC, a Delaware limited liability company, one of the entities described in and that executed the foregoing
instrument; and that s/he signed her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Jacqueline Eve
De Calero 
	 	Notary Public in and for the

State of Florida


 


My Commission expires:



[NOTARIAL SEAL]


 


Jacqueline
Eve De Calero


My Commission Expires: June 23, 2019


#FF 239659


Notary Public,
State of Florida


 


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	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)



 


On this 4th day of
August 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally
appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Managing
Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of
Park Bridge Lender Services LLC, the entity described in an that executed the foregoing instrument; and that he signed his name
thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Cathy Pampinella
	 	Notary Public in and for the

State of New York


 


[SEAL]


 


		CATHY
                            PAMPINELLA

 Notary Public, State of New York

 Registration #01PA6303022

 Qualified in Suffolk County


                            Commission Expires May 12, 2018	



 


My Commission expires: _______________


(Date)


 


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	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)



 


On this 4 day of August 2017,
before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Anthony Bausa, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Vice President
of Citibank, N.A, a National Association, one of the entities described in and that executed the foregoing instrument; and that
s/he signed her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Noreen Santos
	 	Notary Public in and for the

State of New York


 


My Commission expires:



[NOTARIAL SEAL]


 





	 	NOREEN SANTOS
	 	Notary Public, State of New York
	 	Registration #01SA6228750
	 	Qualified in Nassau County
	 	Certificate Filed in New York County
	 	Commission Expires September 27, 2018




 


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	STATE OF DELAWARE	)
	 	) ss.:
	COUNTY OF NEW CASTLE 	)



 


On this 3rd day of August 2017,
before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned and sworn, personally appeared
Beverly D. Capers, to me known who, by me duly sworn, did depose and acknowledge before me and say that she is the Assistant Vice
President of Wilmington Trust, a National Association, one of the entities described in and that executed the foregoing instrument;
and that she signed her name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Christina Bader
	 	Notary Public in and for the

State of Delaware


 


My Commission expires:

[NOTARIAL SEAL]


 





CHRISTINA BADER

My Commission

Expires

March 22, 2020

Notary Public

STATE OF DELAWARE


 


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EXHIBIT
A-1


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-1


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 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.


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    A-1-1 


     


    

 





CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-1


 


	Pass-Through Rate:  2.028% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates:  $32,096,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2022
	 	 	 


	
        CUSIP: 12515H AW5

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US12515HAW51

         


         
	 	 
	No.:  [1]	 	 
	 	 	 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 



    A-1-2 


     


    




 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-1-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize

                                                                                




 






    A-1-4 


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of
any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-1-5 


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-1-6 


     


    

 


Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    A-1-7 


     


    








 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-1-8 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-1-9 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-1-10 


     


    



 








EXHIBIT A-2


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-2


 


[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.]3


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 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.


 





 



 


		3	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		4	Global Certificate legend.



 




    A-2-1 


     


    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-2


 


	Pass-Through Rate:  3.025% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates:  $70,987,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2022
	 	 	 


	
        CUSIP:  12515H AX3

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US12515HAX35

         

         
	 	 
	No.:  [1]	 	 
	 	 	 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 






    A-2-2 


     


    

 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-2-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 



    A-2-4 


     


    




 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of
any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-2-5 


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-2-6 


     


    

 


Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    A-2-7 


     


    

 









IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-2-8 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-2-9 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-2-10 


     


    



 











EXHIBIT
A-3


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-3


 


[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.]5


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 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.


 





 



 


		5	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		6	Global Certificate legend.



 






    A-3-1 


     


    

 








CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-3


 


	Pass-Through Rate:  3.171% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates:  $225,000,000	 	Scheduled Final Distribution Date: the Distribution Date in June 2027
	 	 	 


	
        CUSIP:  12515H AY1

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US12515HAY18

          
	 	 
	 	 	 
	No.:  [1]	 	 
	 	 	 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 






    A-3-2 


     


    

 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-3-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-3-4 


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of
any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-3-5 


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan in respect of any Mortgage Loan then included
in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount
and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such
Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the
Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-3-6 


     


    

 


Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    A-3-7 


     


    







 









IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-3-8 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class
A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-3-9 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-3-10 


     


    



 








EXHIBIT
A-4


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-4


 


[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.]7


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 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.


 





 



 


		7	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		8	Global Certificate legend.



 






    A-4-1 


     


    

 





CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-4


 


	Pass-Through Rate:  3.431% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-4 Certificates:  $252,232,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H AZ8

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US12515HAZ82

         

         
	 	 
	No.:  [1]	 	 
	 	 	 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 






    A-4-2 


     


    

 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-4-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



  



    A-4-4 


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of
any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-4-5 


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-4-6 


     


    

 


Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    A-4-7 


     


    

 









IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-4-8 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-4-9 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-4-10 


     


    



 














EXHIBIT
A-5


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-AB


 


[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.]9


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 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.








 





 



 


		9	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		10	Global Certificate legend.



 






    A-5-1 


     


    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-AB


 


	Pass-Through Rate:  3.220% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates:  $47,057,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2027
	 	 	 


	
        CUSIP:  12515H BA2

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US12515HBA23

         


 
	 	 
	No.:  [1]	 	 
	 	 	 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 






    A-5-2 


     


    

 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-5-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-5-4 


     


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of
any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-5-5 


     


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-5-6 


     


    

 


Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    A-5-7 


     


    

 









IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-5-8 


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class
A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-5-9 


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-5-10 


     


    



 



EXHIBIT
A-6


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-A


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3,
CLASS A-4, CLASS A-AB AND CLASS A-S certificates. ACCORDINGLY, THE
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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.


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.





 




    A-6-1


     


    


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $730,440,000	 	Scheduled Final Distribution Date:  the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H BJ3

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US12515HBJ32

         
	 	 
		 	 
	 	 	 
	
        No.: [1]
	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


		3	The initial approximate
Pass-Through Rate as of the Closing Date is 1.060% per annum.





 






    A-6-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), 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 interest then distributable, if any, with respect to the Class X-A Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    A-6-3


     


    

 


(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 (exclusive of interest relating to periods
prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any
REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the
Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, 



 






    A-6-4


     


    

 


	 	 	provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 






    A-6-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






    A-6-6


     


    

 


the
Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection
with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-6-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-6-8


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-6-9


     


    


  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-6-10


     


    




 

EXHIBIT
A-7


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-B


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE 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.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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.


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.





 




    A-7-1


     


    


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-B


 


	Pass-Through Rate:  Variable IO3	 
	 	 
	First Distribution Date: September 15, 2017	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $71,700,000	Scheduled Final Distribution Date:  the Distribution Date in July 2027
	 	 


	
        CUSIP:  12515H BK0

         
	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US12515HBK05

         
	 
		 
	 	 
	
        No.: [1]
	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 0.215% per annum.




 






    A-7-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), 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 interest then distributable, if any, with respect to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    A-7-3


     


    

 


(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 (exclusive of interest relating to periods
prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any
REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the
Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, 



 






    A-7-4


     


    

 


	 	 	provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 






    A-7-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






    A-7-6


     


    

 


the
Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection
with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-7-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-7-8


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class
X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-7-9


     


    


  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-7-10


     


    





 
EXHIBIT
A-8


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-S


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


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.


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.





 




    A-8-1


     


    



 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS A-S


 


	Pass-Through Rate:  The lesser of 3.684% and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates:  $103,068,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H BB0

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US12515HBB06

         

        

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-8-2


     


    


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within
two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay
to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    A-8-3


     


    

 


(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 (exclusive of interest relating to periods
prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any
REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the
Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, 



 






    A-8-4


     


    

 


	 	 	provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the
Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D)
change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected
Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such
without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the
Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 






    A-8-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






    A-8-6


     


    

 


the
Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection
with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-8-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-8-8


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class
A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-8-9


     


    


  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-8-10


     


    




 
EXHIBIT
A-9


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS B


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


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.


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.





 




    A-9-1


     


    


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS B


 


	Pass-Through Rate:  The lesser of 3.956% and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $39,211,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 
	
        CUSIP:  12515H BC8

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US12515HBC88

         

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR Certificates
(together with the Class B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 






    A-9-2


     


    

 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-9-3


     


    

 


any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize 



 






    A-9-4


     


    

 


	 	 	such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-9-5


     


    

 


	 	 	any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the


 






    A-9-6


     


    

 


Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-9-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-9-8


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class
B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-9-9


     


    


  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-9-10


     


    




 
EXHIBIT
A-10


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS C


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


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.


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.





 




    A-10-1


     


    


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS C


 


	Pass-Through Rate:  The WAC Rate minus 0.022% per annum3	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $32,489,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 
	
        CUSIP:  12515H BD6

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US12515HBD61

         

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR
Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


		3	The initial approximate
Pass-Through Rate as of the Closing Date is 4.310% per annum.





 






    A-10-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    A-10-3


     


    

 


(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 (exclusive of interest relating to periods
prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any
REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the
Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, 



 






    A-10-4


     


    

 


	 	 	provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 






    A-10-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 






    A-10-6


     


    

 


the
Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection
with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-10-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-10-8


     


    


 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class
C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-10-9


     


    


  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-10-10


     


    




 
 


EXHIBIT
A-11


 


CD
2017-CD5 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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


 


[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 GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 


		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 







    A-11-1


     


    

 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


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.


 




    A-11-2


     


    

 


CD
2017-CD5 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-D


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $39,211,000	 	Scheduled Final Distribution Date:  the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H
AQ85

                           U1253G
AH66

                 12515H
AR67

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US12515HAQ838

                  USU1253GAH669

                  US12515HAR6610

         
	 	 
		 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class X-E, Class D, Class E, Class F, Class G, Class R and Class VRR
Certificates


 





 



 


		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 0.983% per annum.



 


		5	For
                                         Rule 144A Certificates



 


		6	For
                                         Regulation S Certificates



 


		7	For
                                         IAI Certificates



 


		8	For
                                         Rule 144A Certificates



 


		9	For
                                         Regulation S Certificates



 


		10	For
                                         IAI Certificates




 



    A-11-3


     


    

 


(together with the Class X-D Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), 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 interest then distributable, if any, with respect to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 



    A-11-4


     


    

 


Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






    A-11-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master


 



    A-11-6


     


    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price,


 



    A-11-7


     


    

 


payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-11-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely 

as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  






    A-11-9


     


    

ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class
X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-11-10


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-11-11


     


    

 








EXHIBIT
A-12


 


CD
2017-CD5 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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


 


[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 GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-E CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 







 



 


		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 







    A-12-1


     


    

 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN 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
GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-12-2


     


    

 


CD
2017-CD5 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS X-E


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-E Certificates:  $15,684,000	 	Scheduled Final Distribution Date:  the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H
BM65

                  U1253G
AL76

                 12515H BN47

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US12515HBM608

                  USU1253GAL789

                 US12515HBN4410

         
	 	 
		 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E, Class F, Class G, Class R and Class VRR
Certificates


 







 



 


		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 0.983% per annum.



 


		5	For
                                         Rule 144A Certificates



 


		6	For
                                         Regulation S Certificates



 


		7	For
                                         IAI Certificates



 


		8	For
                                         Rule 144A Certificates



 


		9	For
                                         Regulation S Certificates



 


		10	For
                                         IAI Certificates




 



    A-12-3


     


    

 


(together with the Class X-E Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), 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 interest then distributable, if any, with respect to the Class X-E Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-E Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 



    A-12-4


     


    

 


Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(viii)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ix)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






    A-12-5


     


    

 


		(x)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(xi)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(xii)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(xiii)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(xiv)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master


 



    A-12-6


     


    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(ix)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(x)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(xi)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(xii)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(xiii)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(xiv)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(xv)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(xvi)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price,


 



    A-12-7


     


    

 


payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-12-8


     


    

 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-E Certificate to be duly executed.


 




	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator 





	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: August 15, 2017





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely 

as Authenticating Agent 




	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-12-9


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-E Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-E Certificate of the entire Percentage Interest represented by the within Class
X-E Certificates to the above-named Assignee(s) and to deliver such Class X-E Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-12-10


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-12-11


     


    



 


EXHIBIT A-13


 


CD 2017-CD5 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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


 


[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 GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 






    A-13-1 


     

    

 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


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.


 




    A-13-2 


     

    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS D


 


	Pass-Through Rate:  3.350% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $39,211,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 


	
        CUSIP:   12515H
AA34

                        U1253G AA15

                        12515H AB16 
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:       US12515HAA327

                        USU1253GAA148

                        US12515HAB159
	 	 
	 	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision 


 





 



 





		4	For
                                         Rule 144A Certificates



 


		5	For
                                         Regulation S Certificates



 


		6	For
                                         IAI Certificates



 


		7	For
                                         Rule 144A Certificates



 


		8	For
                                         Regulation S Certificates



 


		9	For
                                         IAI Certificates



 






    A-13-3 


     

    

 


of this Certificate shall be
superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B,
Class C, Class X-D, Class X-E, Class E, Class F, Class G, Class R and Class VRR Certificates (together with the
Class D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to
herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the


 






    A-13-4 


     

    

 



Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact
the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds
and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law
with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the
Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of
such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:



 






    A-13-5 


     

    

 





		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of


 






    A-13-6 


     

    

 


the Controlling Class
Representative without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the
Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the
affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as
such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such
amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the
Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do,


 






    A-13-7 


     

    

 


 the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates
representing greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund,
upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and
Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the
Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than
all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations, subject to certain rights of the related
Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all
property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired
with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a
purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the
reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage
Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the
Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the
Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the
Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-13-8 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: August 15, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-13-9 


     

    

 








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________________ ______________________________ (please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class D  Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class
D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-13-10 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-13-11 


     

    



 


EXHIBIT
A-14


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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


 


[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 GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 





		1	Temporary
                                         Regulation S Global Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
                                         Certificate legend.



 






    A-14-1 


     

    

 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN 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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-14-2 


     

    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS E


 


	Pass-Through Rate:  3.350% per annum	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $15,684,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H
AC94

U1253G AB95

12515H AD76 
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:     US12515HAC977

USU1253GAB968

US12515HAD709
	 	 
	 	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B,


 





 



 





		4	For
                                         Rule 144A Certificates



 


		5	For
                                         Regulation S Certificates



 


		6	For
                                         IAI Certificates



 


		7	For
                                         Rule 144A Certificates



 


		8	For
                                         Regulation S Certificates



 


		9	For
                                         IAI Certificates



 






    A-14-3 


     

    

 


Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class F, Class G, Class R and Class VRR Certificates
(together with the Class E Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of


 






    A-14-4 


     

    

 


maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






    A-14-5 


     

    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master


 






    A-14-6 


     

    

 


Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price,


 






    A-14-7 


     

    

 


payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-14-8 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Certificate Administrator





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: August 15, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-14-9 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class
E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-14-10 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-14-11 


     

    



 


EXHIBIT A-15


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS F


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL


 





 



 





		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    A-15-1 


     

    

 


THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN 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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. 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-15-2 


     

    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS F


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $8,962,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2027
	 	 	 


	
        CUSIP:  12515H
AE54

U1253G AC75

12515H AF26
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:     US12515HAE537

USU1253GAC798

US12515HAF299
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and


 





 



 





		3	The initial approximate
                                         Pass-Through Rate as of the Closing Date is 4.332% per annum.



 


		4	For Rule 144A Certificates



 


		5	For Regulation S Certificates



 


		6	For IAI Certificates



 


		7	For Rule 144A Certificates



 


		8	For Regulation S Certificates



 


		9	For
                                         IAI Certificates



 






    A-15-3 


     

    

 


Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class G, Class
R and Class VRR Certificates (together with the Class F Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






    A-15-4 


     

    

 


to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-15-5 


     

    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any


 






    A-15-6 


     

    

 


Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    A-15-7 


     

    

 


in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-15-8 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F Certificate to be duly executed.


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Certificate Administrator





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: August 15, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-15-9 


     

    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class F Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class
F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-15-10 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-15-11 


     

    



 


EXHIBIT A-16


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS G


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL


 





 



 





		1	Legend required as long as DTC is the
                                         Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



  






    A-16-1 


     

    

 


THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN 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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. 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-16-2 


     

    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS G


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class G Certificates: $30,249,217	 	Scheduled Final Distribution Date: the Distribution Date in August 2027
	 	 	 


	
        CUSIP:  12515H
AG04

U1253G AD55

12515H AH86


         
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:     US12515HAG027

USU1253GAD528

US12515HAH849
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and


 





 



 





		3	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 4.332% per annum.



 


		4	For
                                         Rule 144A Certificates



 


		5	For
                                         Regulation S Certificates



 


		6	For
                                         IAI Certificates



 


		7	For
                                         Rule 144A Certificates



 


		8	For
                                         Regulation S Certificates



 


		9	For
                                         IAI Certificates



 






    A-16-3 


     

    

 


Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class R and Class VRR
Certificates (together with the Class G Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






    A-16-4 


     

    

 


to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-16-5 


     

    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any


 






    A-16-6 


     

    

 


Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    A-16-7 


     

    

 


in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-16-8 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G Certificate to be duly executed.


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Certificate Administrator





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: August 15, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 






    A-16-9 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class G Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented by the within Class
G Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-16-10 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-16-11 


     

    



 


EXHIBIT A-17


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
ONLY BE TRANSFERRED TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT
IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN 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 code SECTIONS 860G(a)(2) AND 860D. 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 SECTIONS
5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE
ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE
A PERMITTED TRANSFEREE, (B) IT


 






    A-17-1 


     

    

 


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 MULTIPLE “NONECONOMIC 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.


 


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR
TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




    A-17-2 


     

    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, CLASS R


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP:   12515H
AU9
	 	 
	 	 	 
	
        ISIN:       US12515HAU95
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G and Class VRR Certificates (together
with the Class R Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in


 






    A-17-3 


     

    

 


each month, commencing in September 2017 (each such date,
a “Distribution Date”), 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 aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the


 






    A-17-4 


     

    

 


Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 






    A-17-5 


     

    

 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 






    A-17-6 


     

    

 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO


 






    A-17-7 


     

    

 


Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-17-8 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 


	 	CITIBANK, N.A., not in its individual capacity but
solely as Certificate Administrator





	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 


Dated:
August 15, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Authenticating Agent





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-17-9 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class
R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-17-10 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-17-11 


     

    



 


EXHIBIT
A-18


 


Form of Class S Certificate*


 


*Not Applicable. Because
the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no Class S Specific Grantor Trust Assets
and the Class S Certificates will not be issued.


 




    A-18-1 


     

    

 


EXHIBIT
A-19


 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, Class VRR


 


[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.]1


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTIES, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 





		1	Legend required as long
                                         as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    A-19-1 


     

    

 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED
BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC. OR DEUTSCHE BANK SECURITIES INC., (II) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III) 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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR. 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-19-2 


     

    

 


CD 2017-CD5
MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-CD5, Class VRR


 


	Pass-Through Rate:  N/A. The Class VRR Certificates will not have a Pass-Through Rate, but will entitle Holders to interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date	 	 
	 	 	 
	First Distribution Date: September 15, 2017	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in August 2017 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2017, the date that would have been its Due Date in August 2017 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class VRR Certificates: $35,402,658.	 	Scheduled Final Distribution Date: the Distribution Date in August 2027
	 	 	 


	
        CUSIP:   12515H
AS43

                            U1253G
AJ24

                             12515H AT25
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:       US12515HAS406

                             USU1253GAJ237

                            US12515HAT238
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class VRR Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing


 





 



 





		3	For Rule 144A Certificates



 


		4	For Regulation S Certificates



 


		5	For IAI Certificates



 


		6	For Rule 144A Certificates



 


		7	For Regulation S Certificates



 


		8	For IAI Certificates



 






    A-19-3 


     

    

 


Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class
X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F, Class G and Class R
Certificates (together with the Class VRR Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2017 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class VRR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any


 






    A-19-4 


     

    

 


Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer



 






    A-19-5 


     

    

 


			Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);


 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-19-6 


     

    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate


 






    A-19-7 


     

    

 


Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 




    A-19-8 


     

    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class VRR Certificate to be duly executed.


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Certificate Administrator





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: August 15, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class VRR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 15, 2017


 





	 	CITIBANK, N.A., not in its individual capacity but
solely as Authenticating Agent





	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-19-9 


     

    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class VRR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class VRR Certificate of the entire Percentage Interest represented by the within Class
VRR Certificates to the above-named Assignee(s) and to deliver such Class VRR Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-19-10 


     

    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-19-11 


     

    

 












EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 









    B-1  


     


    

 







 


CD 2017-CD5 Mortgage Loan Schedule


 


	Loan	 	 	 	 	 	 	Cut-Off
    Date	Mortgage	Remaining
    Term To	 
	Number	Footnotes	Property
    Name	Address	City	State	Zip
    Code	Balance
    ($)	Rate	Maturity
    / ARD (Mos.)	Maturity
    Date / ARD
	1	(1)	General
    Motors Building	767
    Fifth Avenue	New
    York	New
    York	10153	100,000,000	3.43000%	118	6/9/2027
	2	(2)	Olympic
    Tower	645,
    647 and 651 Fifth Avenue and 10 East 52nd Street	New
    York	New
    York	10022	60,000,000	3.95395%	117	5/6/2027
	3	 	AHIP
    Northeast Portfolio IV	 	 	 	 	56,500,000	4.46000%	59	7/6/2022
	3.01	 	Residence
    Inn Baltimore White Marsh	4980
    Mercantile Road	Baltimore	Maryland	21236	 	 	 	 
	3.02	 	Hampton
    Inn Suites Arundel BWI Airport	7027
    Arundel Mills Circle	Hanover	Maryland	21076	 	 	 	 
	3.03	 	Residence
    Inn Neptune at Gateway Centre	230
    Jumping Brook Road	Neptune	New
    Jersey	07753	 	 	 	 
	3.04	 	Residence
    Inn Atlantic City Egg Harbor Township	3022
    Fire Road	Egg
    Harbor	New
    Jersey	08234	 	 	 	 
	4	(3)	245
    Park Avenue	245
    Park Avenue	New
    York	New
    York	10167	51,250,000	3.66940%	118	6/1/2027
	5	(4)	Starwood
    Capital Group Hotel Portfolio	 	 	 	 	40,000,000	4.48600%	118	6/1/2027
	5.01	 	Larkspur
    Landing Sunnyvale	748
    North Mathilda Avenue	Sunnyvale	California	94085	 	 	 	 
	5.02	 	Larkspur
    Landing Milpitas	40
    Ranch Drive	Milpitas	California	95035	 	 	 	 
	5.03	 	Larkspur
    Landing Campbell	550
    West Hamilton Avenue	Campbell	California	95008	 	 	 	 
	5.04	 	Larkspur
    Landing San Francisco	690
    Gateway Boulevard	South
    San Francisco	California	94080	 	 	 	 
	5.05	 	Larkspur
    Landing Pleasanton	5535
    Johnson Drive	Pleasanton	California	94588	 	 	 	 
	5.06	 	Larkspur
    Landing Bellevue	15805
    Southeast 37th Street	Bellevue	Washington	98006	 	 	 	 
	5.07	 	Larkspur
    Landing Sacramento	555
    Howe Avenue	Sacramento	California	95825	 	 	 	 
	5.08	 	Hampton
    Inn Ann Arbor North	2300
    Green Road	Ann
    Arbor	Michigan	48105	 	 	 	 
	5.09	 	Larkspur
    Landing Hillsboro	3133
    Northeast Shute Road	Hillsboro	Oregon	97124	 	 	 	 
	5.10	 	Larkspur
    Landing Renton	1701
    East Valley Road	Renton	Washington	98057	 	 	 	 
	5.11	 	Holiday
    Inn Arlington Northeast Rangers Ballpark	1311
    Wet N Wild Way	Arlington	Texas	76011	 	 	 	 
	5.12	 	Residence
    Inn Toledo Maumee	1370
    Arrowhead Drive	Maumee	Ohio	43537	 	 	 	 
	5.13	 	Residence
    Inn Williamsburg	1648
    Richmond Road	Williamsburg	Virginia	23185	 	 	 	 
	5.14	 	Hampton
    Inn Suites Waco South	2501
    Marketplace Drive	Waco	Texas	76711	 	 	 	 
	5.15	 	Holiday
    Inn Louisville Airport Fair Expo	447
    Farmington Avenue	Louisville	Kentucky	40209	 	 	 	 
	5.16	 	Courtyard
    Tyler	7424
    South Broadway Avenue	Tyler	Texas	75703	 	 	 	 
	5.17	 	Hilton
    Garden Inn Edison Raritan Center	50
    Raritan Center Parkway	Edison	New
    Jersey	08837	 	 	 	 
	5.18	 	Hilton
    Garden Inn St Paul Oakdale	420
    Inwood Avenue North	Oakdale	Minnesota	55128	 	 	 	 
	5.19	 	Residence
    Inn Grand Rapids West	3451
    Rivertown Point Court Southwest	Grandville	Michigan	49418	 	 	 	 
	5.20	 	Peoria,
    AZ Residence Inn	8435
    West Paradise Lane	Peoria	Arizona	85382	 	 	 	 
	5.21	 	Hampton
    Inn Suites Bloomington Normal	320
    South Towanda Avenue	Normal	Illinois	61761	 	 	 	 
	5.22	 	Courtyard
    Chico	2481
    Carmichael Drive	Chico	California	95928	 	 	 	 
	5.23	 	Hampton
    Inn Suites Kokomo	2920
    South Reed Road	Kokomo	Indiana	46902	 	 	 	 
	5.24	 	Hampton
    Inn Suites South Bend	52709
    State Road 933	South
    Bend	Indiana	46637	 	 	 	 
	5.25	 	Courtyard
    Wichita Falls	3800
    Tarry Street	Wichita
    Falls	Texas	76308	 	 	 	 
	5.26	 	Hampton
    Inn Morehead	4035
    Arendell Street	Morehead
    City	North
    Carolina	28557	 	 	 	 
	5.27	 	Residence
    Inn Chico	2485
    Carmichael Drive	Chico	California	95928	 	 	 	 
	5.28	 	Courtyard
    Lufkin	2130
    South First Street	Lufkin	Texas	75901	 	 	 	 
	5.29	 	Hampton
    Inn Carlisle	1164
    Harrisburg Pike	Carlisle	Pennsylvania	17013	 	 	 	 
	5.30	 	Springhill
    Suites Williamsburg	1644
    Richmond Road	Williamsburg	Virginia	23185	 	 	 	 
	5.31	 	Fairfield
    Inn Bloomington	120
    South Fairfield Drive	Bloomington	Indiana	47404	 	 	 	 
	5.32	 	Waco
    Residence Inn	501
    South University	Waco	Texas	76706	 	 	 	 
	5.33	 	Holiday
    Inn Express Fishers	9791
    North by Northeast Boulevard	Fishers	Indiana	46037	 	 	 	 
	5.34	 	Larkspur
    Landing Folsom	121
    Iron Point Road	Folsom	California	95630	 	 	 	 
	5.35	 	Springhill
    Suites Chicago Naperville Warrenville	4305
    Weaver Parkway	Warrenville	Illinois	60555	 	 	 	 
	5.36	 	Holiday
    Inn Express & Suites Paris	3025
    Northeast Loop 286	Paris	Texas	75460	 	 	 	 
	5.37	 	Toledo
    Homewood Suites	1410
    Arrowhead Drive	Maumee	Ohio	43537	 	 	 	 
	5.38	 	Grand
    Rapids Homewood Suites	3920
    Stahl Drive	Grand
    Rapids	Michigan	49546	 	 	 	 
	5.39	 	Cheyenne
    Fairfield Inn and Suites	1415
    Stillwater Avenue	Cheyenne	Wyoming	82009	 	 	 	 
	5.40	 	Fairfield
    Inn Laurel	13700
    Baltimore Avenue	Laurel	Maryland	20707	 	 	 	 
	5.41	 	Courtyard
    Akron Stow	4047
    Bridgewater Parkway	Stow	Ohio	44224	 	 	 	 
	5.42	 	Larkspur
    Landing Roseville	1931
    Taylor Road	Roseville	California	95661	 	 	 	 
	5.43	 	Towneplace
    Suites Bloomington	105
    South Franklin Road	Bloomington	Indiana	47404	 	 	 	 
	5.44	 	Hampton
    Inn Danville	97
    Old Valley School Road	Danville	Pennsylvania	17821	 	 	 	 
	5.45	 	Holiday
    Inn Norwich	10
    Laura Boulevard	Norwich	Connecticut	6360	 	 	 	 
	5.46	 	Hampton
    Inn Suites Longview North	3044
    North Eastman Road	Longview	Texas	75605	 	 	 	 
	5.47	 	Springhill
    Suites Peoria Westlake	2701
    West Lake Avenue	Peoria	Illinois	61615	 	 	 	 
	5.48	 	Hampton
    Inn Suites Buda	1201
    Cabelas Drive	Buda	Texas	78610	 	 	 	 
	5.49	 	Shawnee
    Hampton Inn	4851
    North Kickapoo	Shawnee	Oklahoma	74804	 	 	 	 
	5.50	 	Racine
    Fairfield Inn	6421
    Washington Avenue	Racine	Wisconsin	53406	 	 	 	 
	5.51	 	Hampton
    Inn Selinsgrove Shamokin Dam	3
    Stetler Avenue	Shamokin
    Dam	Pennsylvania	17876	 	 	 	 
	5.52	 	Holiday
    Inn Express & Suites Terrell	300
    Tanger Drive	Terrell	Texas	75160	 	 	 	 
	5.53	 	Westchase
    Homewood Suites	2424
    Rogerdale Road	Houston	Texas	77042	 	 	 	 
	5.54	 	Holiday
    Inn Express & Suites Tyler South	2421
    East Southeast Loop 323	Tyler	Texas	75701	 	 	 	 
	5.55	 	Holiday
    Inn Express & Suites Huntsville	148
    Interstate 45 South	Huntsville	Texas	77340	 	 	 	 
	5.56	 	Hampton
    Inn Sweetwater	302
    Southeast Georgia Avenue	Sweetwater	Texas	79556	 	 	 	 
	5.57	 	Comfort
    Suites Buda Austin South	15295
    South Interstate 35 Building 800	Buda	Texas	78610	 	 	 	 
	5.58	 	Fairfield
    Inn & Suites Weatherford	175
    Alford Drive	Weatherford	Texas	76087	 	 	 	 
	5.59	 	Holiday
    Inn Express & Suites Altus	2812
    East Broadway	Altus	Oklahoma	73521	 	 	 	 
	5.60	 	Comfort
    Inn & Suites Paris	3035
    Northeast Loop 286	Paris	Texas	75460	 	 	 	 
	5.61	 	Hampton
    Inn Suites Decatur	110
    South Highway 81/287	Decatur	Texas	76234	 	 	 	 
	5.62	 	Holiday
    Inn Express & Suites Texarkana East	5210
    Crossroads Parkway	Texarkana	Arkansas	71854	 	 	 	 
	5.63	 	Mankato
    Fairfield Inn	141
    Apache Place	Mankato	Minnesota	56001	 	 	 	 
	5.64	 	Candlewood
    Suites Texarkana	2901
    South Cowhorn Creek Loop	Texarkana	Texas	75503	 	 	 	 
	5.65	 	Country
    Inn & Suites Houston Intercontinental Airport East	20611
    Highway 59	Humble	Texas	77338	 	 	 	 
	6	(5)	Brookwood
    Self Storage LA-MS Portfolio	 	 	 	 	40,000,000	3.94000%	119	7/6/2027
	6.01	 	Balis
    Self Storage	3293
    Balis Drive	Baton
    Rouge	Louisiana	70808	 	 	 	 
	6.02	 	Feu
    Follet Self Storage	200
    Feu Follet Road	Lafayette	Louisiana	70508	 	 	 	 
	6.03	 	Belle
    Chasse Self Storage	2012
    Belle Chasse Highway	Gretna	Louisiana	70056	 	 	 	 
	6.04	 	Oak
    Villa Self Storage	2240
    Oak Villa Boulevard	Baton
    Rouge	Louisiana	70815	 	 	 	 
	6.05	 	Harding
    Self Storage	4455
    Harding Boulevard	Baton
    Rouge	Louisiana	70807	 	 	 	 
	6.06	 	Florida
    Boulevard Self Storage	6536
    Florida Boulevard	Baton
    Rouge	Louisiana	70806	 	 	 	 
	6.07	 	Industriplex
    Self Storage	12340
    Industriplex Boulevard	Baton
    Rouge	Louisiana	70817	 	 	 	 
	6.08	 	Ambassador
    Self Storage	2952
    Ambassador Caffery Parkway	Lafayette	Louisiana	70506	 	 	 	 
	6.09	 	Interline
    Self Storage	9059
    Interline Avenue	Baton
    Rouge	Louisiana	70809	 	 	 	 
	6.10	 	Flowood
    Self Storage	131
    Howard Wilson Lane	Flowood	Mississippi	39232	 	 	 	 
	6.11	 	Pearl
    Self Storage	4235
    Highway 80 East	Pearl	Mississippi	39208	 	 	 	 
	6.12	 	Airway
    Self Storage	8836
    Airway Drive	Baton
    Rouge	Louisiana	70806	 	 	 	 
	6.13	 	Highway
    18 Self Storage	5651
    Highway 18	Jackson	Mississippi	39209	 	 	 	 
	7	 	Midlink
    Business Park	5200
    East Cork Street	Kalamazoo	Michigan	49048	37,208,049	4.01678%	119	7/6/2027
	8	 	Residence
    Inn Long Beach	600
    Queensway Drive	Long
    Beach	California	90802	33,959,929	4.55000%	119	7/6/2027
	9	 	Embassy
    Suites Anaheim Orange	400
    North State College Boulevard	Orange	California	92868	33,000,000	4.41000%	118	6/6/2027
	10	 	501
    Riverside Avenue	501
    Riverside Avenue	Jacksonville	Florida	32202	32,000,000	4.27000%	119	7/6/2027
	11	(6)	IGT
    Reno	9295
    Prototype Drive	Reno	Nevada	89521	30,000,000	4.25906%	119	7/6/2027
	12	 	Brookwood
    Self Storage TX Portfolio	 	 	 	 	21,500,000	3.82000%	119	7/6/2027
	12.01	 	Double
    Creek Self Storage	2150
    Double Creek Drive	Round
    Rock	Texas	78664	 	 	 	 
	12.02	 	Rolling
    Oaks Self Storage	16939
    Nacogdoches Road	San
    Antonio	Texas	78266	 	 	 	 
	12.03	 	Leander
    Self Storage	10201
    East Crystal Falls Parkway	Leander	Texas	78645	 	 	 	 
	12.04	 	Ingram
    Park Self Storage	3602
    Wurzbach Road	San
    Antonio	Texas	78238	 	 	 	 
	13	 	Town
    Square Plaza	1100-1140
    Town Square Road	Pottstown	Pennsylvania	19465	21,450,000	4.32000%	118	6/6/2027
	14	 	7
    East 96th Street	7
    East 96th Street	New
    York	New
    York	10129	20,000,000	4.70000%	119	7/6/2027
	15	 	Residence
    Inn Columbus Easton	3999
    Easton Loop West	Columbus	Ohio	43219	19,926,475	4.55000%	117	5/1/2027
	16	 	Pack
    Square	9
    Southwest Pack Square; 10 & 14 South Pack Square; 16-18 South Pack Square; 22 South Pack Square; 4 Biltmore Avenue; and
    12 Eagle Street	Asheville	North
    Carolina	28801	19,850,000	4.57000%	118	6/6/2027
	17	(7)	Gurnee
    Mills	6170
    West Grand Avenue	Gurnee	Illinois	60031	19,715,907	3.99000%	110	10/1/2026
	18	 	Brookriver
    Executive Center	8150-8200
    Brookriver Drive	Dallas	Texas	75247	19,575,000	4.70000%	59	7/6/2022
	19	 	444
    Spear	444
    Spear Street	San
    Francisco	California	94105	17,000,000	3.89000%	119	7/6/2027
	20	 	5
    Points Center	18541-18645
    Beach Boulevard	Huntington
    Beach	California	92648	15,500,000	4.40000%	119	7/6/2027
	21	 	Doraville
    Plaza	5706
    Buford Highway	Doraville	Georgia	30340	14,500,000	4.74000%	118	6/6/2027
	22	 	FedEx
    Freight Zion	5600
    9th Street	Zion	Illinois	60099	13,483,802	4.47000%	119	7/6/2027
	23	 	Best
    Western Plus Marina Gateway	800
    Bay Marina Drive	National
    City	California	91950	13,400,000	4.57900%	119	7/6/2027
	24	 	Forum
    at the Soncy	3350
    Soncy Road	Amarillo	Texas	79124	13,250,000	4.07300%	118	6/6/2027
	25	 	Presidio
    Office	38
    Keyes Avenue	San
    Francisco	California	94129	13,000,000	4.54000%	118	6/6/2027
	26	 	Elston
    & Webster Building	2201-2219
    North Elston Avenue & 1716-1746 West Webster Street	Chicago	Illinois	60614	12,966,304	4.07000%	119	7/6/2027
	27	 	Berkshire
    Square Apartments	11415
    Knollridge Lane	Indianapolis	Indiana	46229	12,450,000	4.81000%	119	7/6/2027
	28	 	Pinole
    Ridge 	1441,
    1471, 1473, 1475, 1477 Fitzgerald Drive	Pinole	California	94564	12,425,000	4.35000%	119	7/6/2027
	29	 	1322
    3rd Street Promenade	1322
    3rd Street Promenade	Santa
    Monica	California	90404	11,816,777	4.55000%	104	4/6/2026
	30	 	3925
    Brookside Parkway	3925
    Brookside Parkway	Alpharetta	Georgia	30022	11,350,000	4.67000%	115	3/6/2027
	31	 	1150
    65th Street	1150
    65th Street	Emeryville	California	94608	11,000,000	3.89000%	119	7/6/2027
	32	 	Market
    Creek Plaza	310
    Euclid Avenue	San
    Diego	California	92114	11,000,000	4.85000%	118	6/6/2027
	33	 	Boatyard
    Shopping Center	101
    Boatyard Drive	Fort
    Bragg	California	95437	9,750,000	4.25000%	118	6/1/2027
	34	 	Good
    Samaritan Medical Center	393
    Blossom Hill Road	San
    Jose	California	95123	8,500,000	4.48000%	118	6/6/2027
	35	 	Shops
    at the Canyons	3107
    & 3111 TPC Parkway	San
    Antonio	Texas	78259	8,250,000	4.40000%	119	7/6/2027
	36	 	Summertree
    Apartments	3126
    West Bert Kouns Industrial Loop	Shreveport	Louisiana	71118	7,831,472	4.81000%	118	6/6/2027
	37	 	Rita
    Ranch I	9040
    East Valencia Road	Tucson	Arizona	85747	7,382,855	4.90000%	118	6/6/2027
	38	 	Fort
    Knox Self Storage	2550
    Peters Creek Parkway	Winston
    Salem	North
    Carolina	27127	6,100,000	4.50000%	119	7/6/2027
	39	 	1566
    Third Avenue	1566
    Third Avenue	New
    York	New
    York	10128	6,000,000	4.32000%	118	6/6/2027
	40	 	Fresenius
    Medical Center Evergreen	8901
    South Kedzie Avenue	Evergreen
    Park	Illinois	60805	5,900,000	4.87000%	120	8/1/2027
	41	 	Mission
    Plaza	9535
    Mission Road	Santee	California	92071	5,840,000	4.85000%	118	6/6/2027
	42	 	Hampton
    Inn Greenwood	1624
    Bypass 72	Greenwood	South
    Carolina	29649	5,479,905	4.85000%	119	7/6/2027
	43	 	Great
    Oaks Apartments	3205
    Old Union Road	Lufkin	Texas	75094	5,400,000	4.23000%	118	6/6/2027
	44	 	Texas
    and Chicago Retail Portfolio	 	 	 	 	5,250,000	4.53000%	119	7/6/2027
	44.01	 	Grapevine
    Legacy Bank	301
    South Park Boulevard	Grapevine	Texas	76051	 	 	 	 
	44.02	 	Nacogdoches
    Retail	2021
    North Street	Nacogdoches	Texas	75965	 	 	 	 
	44.03	 	Chicago
    Mattress Firm	6353
    West Fullerton Avenue	Chicago	Illinois	60639	 	 	 	 
	44.04	 	Irving
    Sonic	900
    West John Carpenter Freeway	Irving	Texas	75039	 	 	 	 
	45	 	CityLine
    Self Storage PA & LA Portfolio	 	 	 	 	4,025,000	4.61000%	118	6/6/2027
	45.01	 	Central
    Self Storage	2520
    Destrehan Avenue	Harvey	Louisiana	70058	 	 	 	 
	45.02	 	Around
    the Clock Storage	1123
    North George Street	York	Pennsylvania	17404	 	 	 	 
	46	 	Mt.
    Repose Self Storage	1294
    State Route 28	Loveland	Ohio	45140	3,000,000	4.06000%	118	6/6/2027
	47	 	Walgreens
    Market Creek	602
    Euclid Avenue	San
    Diego	California	92114	1,997,799	4.85000%	119	7/6/2027
	48	 	Fresenius
    Medical Center Mora	900
    Forest Avenue East	Mora	Minnesota	55051	1,864,602	4.82000%	118	6/1/2027



 


     


     

    

 


CD
2017-CD5 Mortgage Loan Schedule


 


	Loan	 	 	Remaining
    Amortization	Master
    Servicing	Primary
    Servicing	Subservicing	Outside
    Servicing	Mortgage
    	Crossed
    With Other Loans	ARD
	Number	Footnotes	Property
    Name	Term
    (Mos.)	Fee
    Rate (%)	Fee
    Rate (%)	Fee
    Rate (%)	Fee
    Rate (%)	Loan
    Seller	(Crossed
    Group)	(Yes/No)
	1	(1)	General
    Motors Building	0	0.00125%	0.00000%	0.00000%	0.00125%	CGMRC,
    GACC	No	No
	2	(2)	Olympic
    Tower	0	0.00125%	0.00000%	0.00000%	0.00125%	GACC	No	No
	3	 	AHIP
    Northeast Portfolio IV	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	3.01	 	Residence
    Inn Baltimore White Marsh	 	 	 	 	 	 	 	 
	3.02	 	Hampton
    Inn Suites Arundel BWI Airport	 	 	 	 	 	 	 	 
	3.03	 	Residence
    Inn Neptune at Gateway Centre	 	 	 	 	 	 	 	 
	3.04	 	Residence
    Inn Atlantic City Egg Harbor Township	 	 	 	 	 	 	 	 
	4	(3)	245
    Park Avenue	0	0.00125%	0.00000%	0.00000%	0.00125%	GACC	No	No
	5	(4)	Starwood
    Capital Group Hotel Portfolio	0	0.00125%	0.00000%	0.00000%	0.00250%	GACC	No	No
	5.01	 	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 
	5.02	 	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 
	5.03	 	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 
	5.04	 	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 
	5.05	 	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 
	5.06	 	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 
	5.07	 	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 
	5.08	 	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 
	5.09	 	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 
	5.10	 	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 
	5.11	 	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 
	5.12	 	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 
	5.13	 	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 
	5.14	 	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 
	5.15	 	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 
	5.16	 	Courtyard
    Tyler	 	 	 	 	 	 	 	 
	5.17	 	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 
	5.18	 	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 	 
	5.19	 	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 
	5.20	 	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 
	5.21	 	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 
	5.22	 	Courtyard
    Chico	 	 	 	 	 	 	 	 
	5.23	 	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 
	5.24	 	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 
	5.25	 	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 
	5.26	 	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 
	5.27	 	Residence
    Inn Chico	 	 	 	 	 	 	 	 
	5.28	 	Courtyard
    Lufkin	 	 	 	 	 	 	 	 
	5.29	 	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 
	5.30	 	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 
	5.31	 	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 
	5.32	 	Waco
    Residence Inn	 	 	 	 	 	 	 	 
	5.33	 	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 
	5.34	 	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 
	5.35	 	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 
	5.36	 	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 
	5.37	 	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 
	5.38	 	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 
	5.39	 	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 	 
	5.40	 	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 
	5.41	 	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 
	5.42	 	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 
	5.43	 	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 
	5.44	 	Hampton
    Inn Danville	 	 	 	 	 	 	 	 
	5.45	 	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 
	5.46	 	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 
	5.47	 	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 
	5.48	 	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 
	5.49	 	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 
	5.50	 	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 
	5.51	 	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 
	5.52	 	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 
	5.53	 	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 
	5.54	 	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 
	5.55	 	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 
	5.56	 	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 
	5.57	 	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 
	5.58	 	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 
	5.59	 	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 
	5.60	 	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 
	5.61	 	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 
	5.62	 	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 
	5.63	 	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 
	5.64	 	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 
	5.65	 	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 
	6	(5)	Brookwood
    Self Storage LA-MS Portfolio	0	0.00125%	0.00000%	0.02000%	0.00000%	CREFI	No	No
	6.01	 	Balis
    Self Storage	 	 	 	 	 	 	 	 
	6.02	 	Feu
    Follet Self Storage	 	 	 	 	 	 	 	 
	6.03	 	Belle
    Chasse Self Storage	 	 	 	 	 	 	 	 
	6.04	 	Oak
    Villa Self Storage	 	 	 	 	 	 	 	 
	6.05	 	Harding
    Self Storage	 	 	 	 	 	 	 	 
	6.06	 	Florida
    Boulevard Self Storage	 	 	 	 	 	 	 	 
	6.07	 	Industriplex
    Self Storage	 	 	 	 	 	 	 	 
	6.08	 	Ambassador
    Self Storage	 	 	 	 	 	 	 	 
	6.09	 	Interline
    Self Storage	 	 	 	 	 	 	 	 
	6.10	 	Flowood
    Self Storage	 	 	 	 	 	 	 	 
	6.11	 	Pearl
    Self Storage	 	 	 	 	 	 	 	 
	6.12	 	Airway
    Self Storage	 	 	 	 	 	 	 	 
	6.13	 	Highway
    18 Self Storage	 	 	 	 	 	 	 	 
	7	 	Midlink
    Business Park	359	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	8	 	Residence
    Inn Long Beach	359	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	9	 	Embassy
    Suites Anaheim Orange	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	10	 	501
    Riverside Avenue	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	11	(6)	IGT
    Reno	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	12	 	Brookwood
    Self Storage TX Portfolio	0	0.00125%	0.00000%	0.02000%	0.00000%	CREFI	No	No
	12.01	 	Double
    Creek Self Storage	 	 	 	 	 	 	 	 
	12.02	 	Rolling
    Oaks Self Storage	 	 	 	 	 	 	 	 
	12.03	 	Leander
    Self Storage	 	 	 	 	 	 	 	 
	12.04	 	Ingram
    Park Self Storage	 	 	 	 	 	 	 	 
	13	 	Town
    Square Plaza	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	14	 	7
    East 96th Street	0	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	15	 	Residence
    Inn Columbus Easton	357	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	16	 	Pack
    Square	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	17	(7)	Gurnee
    Mills	350	0.00125%	0.00000%	0.00000%	0.00250%	GACC	No	No
	18	 	Brookriver
    Executive Center	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	19	 	444
    Spear	0	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	20	 	5
    Points Center	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	21	 	Doraville
    Plaza	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	22	 	FedEx
    Freight Zion	359	0.00125%	0.00000%	0.05000%	0.00000%	CREFI	No	No
	23	 	Best
    Western Plus Marina Gateway	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	24	 	Forum
    at the Soncy	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	25	 	Presidio
    Office	0	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	26	 	Elston
    & Webster Building	239	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	27	 	Berkshire
    Square Apartments	360	0.00125%	0.00000%	0.05000%	0.00000%	CREFI	No	No
	28	 	Pinole
    Ridge 	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	29	 	1322
    3rd Street Promenade	104	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	30	 	3925
    Brookside Parkway	300	0.00125%	0.00125%	0.00000%	0.00000%	CGMRC	No	No
	31	 	1150
    65th Street	0	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	32	 	Market
    Creek Plaza	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	33	 	Boatyard
    Shopping Center	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	34	 	Good
    Samaritan Medical Center	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	35	 	Shops
    at the Canyons	360	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	36	 	Summertree
    Apartments	358	0.00125%	0.00000%	0.05000%	0.00000%	CREFI	No	No
	37	 	Rita
    Ranch I	358	0.00125%	0.00125%	0.03000%	0.00000%	CREFI	No	No
	38	 	Fort
    Knox Self Storage	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	39	 	1566
    Third Avenue	0	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	40	 	Fresenius
    Medical Center Evergreen	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	41	 	Mission
    Plaza	360	0.00125%	0.00000%	0.05000%	0.00000%	CREFI	No	No
	42	 	Hampton
    Inn Greenwood	179	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	43	 	Great
    Oaks Apartments	0	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	44	 	Texas
    and Chicago Retail Portfolio	360	0.00125%	0.00125%	0.03000%	0.00000%	CREFI	No	No
	44.01	 	Grapevine
    Legacy Bank	 	 	 	 	 	 	 	 
	44.02	 	Nacogdoches
    Retail	 	 	 	 	 	 	 	 
	44.03	 	Chicago
    Mattress Firm	 	 	 	 	 	 	 	 
	44.04	 	Irving
    Sonic	 	 	 	 	 	 	 	 
	45	 	CityLine
    Self Storage PA & LA Portfolio	360	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	45.01	 	Central
    Self Storage	 	 	 	 	 	 	 	 
	45.02	 	Around
    the Clock Storage	 	 	 	 	 	 	 	 
	46	 	Mt.
    Repose Self Storage	0	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No
	47	 	Walgreens
    Market Creek	359	0.00125%	0.00125%	0.00000%	0.00000%	GACC	No	No
	48	 	Fresenius
    Medical Center Mora	322	0.00125%	0.00125%	0.00000%	0.00000%	CREFI	No	No



 


     


     

    
 


CD
2017-CD5 Mortgage Loan Schedule


 


	 	 	 	 	 	 	 	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 
	 	 	 	 	 	 	 	 	Remaining	Serviced
    Companion Loan	Remaining	Serviced
    Companion Loan
	Loan	 	 	ARD
    Mortgage Loan Final	ARD	Serviced
    Companion Loan	Serviced
    Companion Loan	Serviced
    Companion Loan	Term
    To	Maturity	Amortization
    Term	Servicing
	Number	Footnotes	Property
    Name	Maturity
    Date	Revised
    Rate	Flag	Cut-off
    Balance	Interest
    Rate	Maturity
    / ARD (Mos.)	Date
    / ARD	(Mos.)	Fees
	1	(1)	General
    Motors Building	 	 	 	 	 	 	 	 	 
	2	(2)	Olympic
    Tower	 	 	 	 	 	 	 	 	 
	3	 	AHIP
    Northeast Portfolio IV	 	 	 	 	 	 	 	 	 
	3.01	 	Residence
    Inn Baltimore White Marsh	 	 	 	 	 	 	 	 	 
	3.02	 	Hampton
    Inn Suites Arundel BWI Airport	 	 	 	 	 	 	 	 	 
	3.03	 	Residence
    Inn Neptune at Gateway Centre	 	 	 	 	 	 	 	 	 
	3.04	 	Residence
    Inn Atlantic City Egg Harbor Township	 	 	 	 	 	 	 	 	 
	4	(3)	245
    Park Avenue	 	 	 	 	 	 	 	 	 
	5	(4)	Starwood
    Capital Group Hotel Portfolio	 	 	 	 	 	 	 	 	 
	5.01	 	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 	 
	5.02	 	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 	 
	5.03	 	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 	 
	5.04	 	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 	 
	5.05	 	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 	 
	5.06	 	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 	 
	5.07	 	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 	 
	5.08	 	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 	 
	5.09	 	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 	 
	5.10	 	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 	 
	5.11	 	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 	 
	5.12	 	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 	 
	5.13	 	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 	 
	5.14	 	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 	 
	5.15	 	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 	 
	5.16	 	Courtyard
    Tyler	 	 	 	 	 	 	 	 	 
	5.17	 	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 	 
	5.18	 	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 	 	 
	5.19	 	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 	 
	5.20	 	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 	 
	5.21	 	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 	 
	5.22	 	Courtyard
    Chico	 	 	 	 	 	 	 	 	 
	5.23	 	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 	 
	5.24	 	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 	 
	5.25	 	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 	 
	5.26	 	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 	 
	5.27	 	Residence
    Inn Chico	 	 	 	 	 	 	 	 	 
	5.28	 	Courtyard
    Lufkin	 	 	 	 	 	 	 	 	 
	5.29	 	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 	 
	5.30	 	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 	 
	5.31	 	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 	 
	5.32	 	Waco
    Residence Inn	 	 	 	 	 	 	 	 	 
	5.33	 	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 	 
	5.34	 	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 	 
	5.35	 	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 	 
	5.36	 	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 	 
	5.37	 	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 	 
	5.38	 	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 	 
	5.39	 	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 	 	 
	5.40	 	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 	 
	5.41	 	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 	 
	5.42	 	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 	 
	5.43	 	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 	 
	5.44	 	Hampton
    Inn Danville	 	 	 	 	 	 	 	 	 
	5.45	 	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 	 
	5.46	 	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 	 
	5.47	 	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 	 
	5.48	 	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 	 
	5.49	 	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 	 
	5.50	 	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 	 
	5.51	 	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 	 
	5.52	 	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 	 
	5.53	 	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 	 
	5.54	 	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 	 
	5.55	 	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 	 
	5.56	 	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 	 
	5.57	 	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 	 
	5.58	 	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 	 
	5.59	 	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 	 
	5.60	 	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 	 
	5.61	 	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 	 
	5.62	 	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 	 
	5.63	 	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 	 
	5.64	 	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 	 
	5.65	 	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 	 
	6	(5)	Brookwood
    Self Storage LA-MS Portfolio	 	 	Yes	 $                           40,000,000.00
    	3.94000%	119	7/6/2027	0	0.02000
	6.01	 	Balis
    Self Storage	 	 	 	 	 	 	 	 	 
	6.02	 	Feu
    Follet Self Storage	 	 	 	 	 	 	 	 	 
	6.03	 	Belle
    Chasse Self Storage	 	 	 	 	 	 	 	 	 
	6.04	 	Oak
    Villa Self Storage	 	 	 	 	 	 	 	 	 
	6.05	 	Harding
    Self Storage	 	 	 	 	 	 	 	 	 
	6.06	 	Florida
    Boulevard Self Storage	 	 	 	 	 	 	 	 	 
	6.07	 	Industriplex
    Self Storage	 	 	 	 	 	 	 	 	 
	6.08	 	Ambassador
    Self Storage	 	 	 	 	 	 	 	 	 
	6.09	 	Interline
    Self Storage	 	 	 	 	 	 	 	 	 
	6.10	 	Flowood
    Self Storage	 	 	 	 	 	 	 	 	 
	6.11	 	Pearl
    Self Storage	 	 	 	 	 	 	 	 	 
	6.12	 	Airway
    Self Storage	 	 	 	 	 	 	 	 	 
	6.13	 	Highway
    18 Self Storage	 	 	 	 	 	 	 	 	 
	7	 	Midlink
    Business Park	 	 	 	 	 	 	 	 	 
	8	 	Residence
    Inn Long Beach	 	 	 	 	 	 	 	 	 
	9	 	Embassy
    Suites Anaheim Orange	 	 	 	 	 	 	 	 	 
	10	 	501
    Riverside Avenue	 	 	 	 	 	 	 	 	 
	11	(6)	IGT
    Reno	 	 	Yes	                              70,000,000.00
    	4.25906%	119	7/6/2027	360	0.00125
	12	 	Brookwood
    Self Storage TX Portfolio	 	 	 	 	 	 	 	 	 
	12.01	 	Double
    Creek Self Storage	 	 	 	 	 	 	 	 	 
	12.02	 	Rolling
    Oaks Self Storage	 	 	 	 	 	 	 	 	 
	12.03	 	Leander
    Self Storage	 	 	 	 	 	 	 	 	 
	12.04	 	Ingram
    Park Self Storage	 	 	 	 	 	 	 	 	 
	13	 	Town
    Square Plaza	 	 	 	 	 	 	 	 	 
	14	 	7
    East 96th Street	 	 	 	 	 	 	 	 	 
	15	 	Residence
    Inn Columbus Easton	 	 	 	 	 	 	 	 	 
	16	 	Pack
    Square	 	 	 	 	 	 	 	 	 
	17	(7)	Gurnee
    Mills	 	 	 	 	 	 	 	 	 
	18	 	Brookriver
    Executive Center	 	 	 	 	 	 	 	 	 
	19	 	444
    Spear	 	 	 	 	 	 	 	 	 
	20	 	5
    Points Center	 	 	 	 	 	 	 	 	 
	21	 	Doraville
    Plaza	 	 	 	 	 	 	 	 	 
	22	 	FedEx
    Freight Zion	 	 	 	 	 	 	 	 	 
	23	 	Best
    Western Plus Marina Gateway	 	 	 	 	 	 	 	 	 
	24	 	Forum
    at the Soncy	 	 	 	 	 	 	 	 	 
	25	 	Presidio
    Office	 	 	 	 	 	 	 	 	 
	26	 	Elston
    & Webster Building	 	 	 	 	 	 	 	 	 
	27	 	Berkshire
    Square Apartments	 	 	 	 	 	 	 	 	 
	28	 	Pinole
    Ridge 	 	 	 	 	 	 	 	 	 
	29	 	1322
    3rd Street Promenade	 	 	 	 	 	 	 	 	 
	30	 	3925
    Brookside Parkway	 	 	 	 	 	 	 	 	 
	31	 	1150
    65th Street	 	 	 	 	 	 	 	 	 
	32	 	Market
    Creek Plaza	 	 	 	 	 	 	 	 	 
	33	 	Boatyard
    Shopping Center	 	 	 	 	 	 	 	 	 
	34	 	Good
    Samaritan Medical Center	 	 	 	 	 	 	 	 	 
	35	 	Shops
    at the Canyons	 	 	 	 	 	 	 	 	 
	36	 	Summertree
    Apartments	 	 	 	 	 	 	 	 	 
	37	 	Rita
    Ranch I	 	 	 	 	 	 	 	 	 
	38	 	Fort
    Knox Self Storage	 	 	 	 	 	 	 	 	 
	39	 	1566
    Third Avenue	 	 	 	 	 	 	 	 	 
	40	 	Fresenius
    Medical Center Evergreen	 	 	 	 	 	 	 	 	 
	41	 	Mission
    Plaza	 	 	 	 	 	 	 	 	 
	42	 	Hampton
    Inn Greenwood	 	 	 	 	 	 	 	 	 
	43	 	Great
    Oaks Apartments	 	 	 	 	 	 	 	 	 
	44	 	Texas
    and Chicago Retail Portfolio	 	 	 	 	 	 	 	 	 
	44.01	 	Grapevine
    Legacy Bank	 	 	 	 	 	 	 	 	 
	44.02	 	Nacogdoches
    Retail	 	 	 	 	 	 	 	 	 
	44.03	 	Chicago
    Mattress Firm	 	 	 	 	 	 	 	 	 
	44.04	 	Irving
    Sonic	 	 	 	 	 	 	 	 	 
	45	 	CityLine
    Self Storage PA & LA Portfolio	 	 	 	 	 	 	 	 	 
	45.01	 	Central
    Self Storage	 	 	 	 	 	 	 	 	 
	45.02	 	Around
    the Clock Storage	 	 	 	 	 	 	 	 	 
	46	 	Mt.
    Repose Self Storage	 	 	 	 	 	 	 	 	 
	47	 	Walgreens
    Market Creek	 	 	 	 	 	 	 	 	 
	48	 	Fresenius
    Medical Center Mora	 	 	 	 	 	 	 	 	 



 


     


     

    
 


CD
2017-CD5 Mortgage Loan Schedule


 


	(1)	The
    Cut-Off Date Balance of $100,000,000 represents notes A-3-C2, A-3-C3-2 and A-2-C2-1 of a Loan Combination evidenced by 32
    senior pari passu notes and four subordinate notes.
	(2)	The Cut-Off Date
    Balance of $60,000,000 represents notes A-1-C2 and A-1-C3 of a Loan Combination evidence by 11 senior pari passu notes and
    three subordinate notes.
	(3)	The Cut-Off Date
    Balance of $51,250,000 represents notes A-2-C-1-B and A-2-C-2 of a Loan Combination evidenced by 20 senior pari passu notes
    and five subordinate notes.
	(4)	The Cut-Off Date
    Balance of $40,000,000 represents notes A-8 and A-10 of a Loan Combination evidenced by 19 pari passu notes.
	(5)	The Cut-Off Date
    Balance of $40,000,000 represents note A-1 of a Loan Combination evidenced by two pari passu notes.
	(6)	The Cut-Off Date
    Balance of $30,000,000 is represented by note A-1-A of a Loan Combination evidenced by three pari passu notes.
	(7)	The Cut-Off Date
    Balance of $19,715,907 represents note A-4A of a Loan Combination evidenced by eight pari passu notes.



 


     


     

    

 


EXHIBIT
C


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


Loan
Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________



Custodian Name: [______________]

Address: [_____________]

                 [_____________]



 Attention: [_____________]


 


Custodian
Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


	Certificates:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Citibank,
N.A., as Custodian, for the Holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee.


 


(  )          Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )          Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State
of _________________ in book/reel/docket ___________ of official records at page/image ________.


 


(  )          Deed
of trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 






    C-1  


     


    

 


(  )          Assignment
of Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s
Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(  )          Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


(  )          _______________________________


 


(  )          _______________________________


 


(  )          _______________________________


 


(  )          _______________________________


 


The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as
follows:


 


(i)           The [Master Servicer][Special Servicer][Outside Servicer][Outside 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 Agreement.


 


(ii)          The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor
shall the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof.


 


(iii)         The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Custodian
when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)         The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the
Trustee, and the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and
any proceeds separate and distinct from all other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside
Special Servicer]’s possession, custody or control.


 






    C-2  


     


    

 





	 	[MASTER
SERVICER/SPECIAL SERVICER] [OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:








 


cc:
Citibank, N.A.


 


 Dated:




 









    C-3  


     


    

 


EXHIBIT
D



FORM OF DISTRIBUTION DATE STATEMENT


 




    D-1  


     


    

 






 


 


	 	 	 
	Distribution Date:

    Determination Date:	CD 2017-CD5 Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2017-CD5	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage
    Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Master Servicer	Wells Fargo Bank, National Association	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 			 	 	 	 	 
	 	Operating Advisor / Asset	Park Bridge
    Lender Services LLC 	 	Mortgage
    Loan Detail	11	 	 
	 	Representations Reviewer	 	 	 	 	 	 
	 	 	 	 	NOI Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	13	 	 
	 	Trustee 	Wilmington Trust, National Association	 	 	 	 	 
	 	 	 	 	Appraisal Reduction
    Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	17	 	 
	 	Special Servicer	Rialto Capital
    Advisors, LLC	 	 	 	 	 
	 	 	 	 	Specially Serviced
    Loan Detail	19	 	 
	 		 	 	 	 	 	 
	 	 Custodian / Certificate 	Citibank,
    N.A.	 	Unscheduled
    Principal Detail	21	 	 
	 	Administrator	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	Anthony Bausa 	 	Citibank, N.A.
	 	 	anthony.bausa@citi.com	 	Agency and Trust
	 	 	Tel: (212) 816-9682	 	388 Greenwich Street,
    14th Floor
	 	 	Fax: (212) 816-5527	 	New York, NY 10013
	 	 	 	 	 




 



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	Page 1 of 24	© Copyright 2017 Citigroup




     

    

 


	 	 	 
	Distribution Date:

    Determination Date:	CD 2017-CD5 Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2017-CD5	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






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	Distribution Date:

    Determination Date:	CD 2017-CD5 Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2017-CD5	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



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	Distribution Date:

    Determination Date:	CD 2017-CD5 Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2017-CD5	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



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	Distribution Date:

    Determination Date:	CD 2017-CD5 Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2017-CD5	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



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	Distribution Date:

    Determination Date:	CD 2017-CD5 Mortgage Trust

    Commercial Mortgage Pass-Through Certificates

    Series 2017-CD5	


Reconciliation Detail

	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled
    Interest	 	 	 	 	Servicing
    Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment
    Interest Shortfall	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Interest
    Adjustments	 	 	 	 	Trustee
    Fee / Certificate Administrator Fee	 	 	 
	 	Realized
    Loss in Excess of Principal Balance	 	 	 	 	Operating
    Advisor Fee	 	 	 
	 	Total
    Interest Funds Available:	 	 	 	 	Total
    Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses,
    etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled
    Principal	 	 	 	 	Workout
    Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation
    Fee	 	 	 
	 	Principal
    Prepayments	 	 	 	 	Additional
    Trust Fund Expenses	 	 	 
	 	Net
    Liquidation Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased
    Principal	 	 	 	 	Additional
    Servicing Fee	 	 	 
	 	Substitution
    Principal	 	 	 	 	Total
    Additional Fees, Expenses, etc.:	 	 	 
	 	Other
    Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total
    Principal Funds Available:	 	 	 	 	Interest
    Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal
    Distribution	 	 	 
	 	Yield
    Maintenance Charges	 	 	 	 	Yield
    Maintenance Charges Distribution	 	 	 
	 	Prepayment
    Premiums	 	 	 	 	Prepayment
    Premiums Distribution	 	 	 
	 	Other
    Charges	 	 	 	 	Total
    Distribution to Certificateholders:	 	 	 
	 	Total
    Other Funds Available:	 	 	 	 	Total
        Funds Allocated	 	 	 
	 	Total
    Funds Available	 	 	 	 		 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	Stratification
    Detail


 


	Ending Scheduled Balance	 	State
	Ending
    Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

     	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Page 10 of 24	© Copyright 2017 Citigroup




     

    
	 	 	 
	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	 
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	

Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5



NOI Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	

Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 
     
	 	 	 
	Totals	 	 	 	 	 	 	 	 	 



 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	 
	 	Delinquency Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	   Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 





 






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	Distribution Date:	CD 2017-CD5 Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	 
	 	Historical Delinquency
    Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  





 






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	Page 14 of 24	© Copyright 2017 Citigroup




     

    

   



	 	 	 
	Distribution Date:	CD 2017-CD5 Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	 
	 	Appraisal Reduction
    Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 



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	Page 15 of 24	© Copyright 2017 Citigroup




     

    




  



	 	 	 
	Distribution Date:	CD 2017-CD5 Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	There is no historical Appraisal Reduction activity.
	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	 
	 	Loan Modification
    Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 








 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2017-CD5
	 	 
	 	Historical Loan
    Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	

                                                                               There
                                         is no historical Loan Modification activity.

	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 





 






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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates

    Series 2017-CD5


    Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2017-CD5

 Historical
    Specially Serviced Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2017-CD5

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no unscheduled principal activity for the current distribution period.
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2017-CD5

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalty	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical unscheduled principal activity.
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2017-CD5

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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	Distribution Date:	CD 2017-CD5 Mortgage Trust	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2017-CD5

 Historical
    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 



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	Page 24 of 24	© Copyright 2017 Citigroup




     

    

 


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar



480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 





 






 


*
       Select appropriate depository.


  






    E-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” (as defined
in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 






 


**        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    E-2  


     


    

 


EXHIBIT
F


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global 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 Global 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 and, (i) with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of
1933, as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 






    F-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” (as defined
in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable,


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)        the
transferee is an institution.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


  


Dated:
________


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 








 



 


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S. 


**
    Select (i) or (ii), as applicable.


 




 


 




    F-2  


     


    

 


EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 Global 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.  


 






    G-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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 




    G-2  


     


    

 


EXHIBIT
H


 


FORM
OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is an institution that 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. 



 



    H-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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	Dated:______________
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which
                                         this certificate relates.





 




    H-2  


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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:


 





 






 


*
       Select appropriate depository.


  






    I-1  


     


    

 


(1)        the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


[(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” (as defined
in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)        the
transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


Dated:
________


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 






**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S. 


 




    I-2  


     


    

 


EXHIBIT
J


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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 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” (as defined in Regulation S);


 






    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” (as defined
in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 



*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.  


 




    J-2  


     


    

 


EXHIBIT
K


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Global 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.


 






    K-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, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 




    K-2  


     


    

 


EXHIBIT
L-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
                                         National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
                                         Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee.



 





		STATE OF

                                                                      

                                                                     COUNTY OF
	 )

 )           ss.:
  )


 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


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 “Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be or has been 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


 






    L-1-1  


     


    

 


thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, a State or any political subdivision of a State, any possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality that 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 any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either
of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate
Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust REMIC to be subject
to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”,
“State” and “international organization” shall have the meanings set forth in Section 7701
of the Code.


 


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. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person 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 Disqualified Non-U.S. Tax Person, (d) an
entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is
(or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect
to which income from a 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.


 


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 U.S. Tax 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:


 






    L-1-2  


     


    

 


(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


 


(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 Treasury Regulations 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.


 






    L-1-3  


     


    

 


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 substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit
and agreement or as to which the Purchaser 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.


 


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 (a) to the designation of the Certificate Administrator as the attorney-in-fact and agent of the Tax Matters
Person and as the “partnership representative” within the meaning of Code Section 6223 (to the extent such provision
is applicable to the Trust REMICs) of each Trust REMIC pursuant to Section 4.04(a) of the Pooling and Servicing Agreement and
(b) to the Certificate Administrator making any elections allowed to avoid (i) the application of Code Section 6221 to the Trust
REMIC and (ii) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest or other amount imposed under
the Code that would otherwise be imposed on the holders of the Class R Certificates.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    L-1-4  


     


    

 





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:


 


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:


 



 





 



 




    L-1-5  


     


    

 


EXHIBIT
L-2A


 


FORM
OF TRANSFEROR LETTER FOR TRANSFER OF CLASS R CERTIFICATES


 


[Date]


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class R



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee (as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in clause (9) of such Transfer Affidavit and Agreement are 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


 






    L-2A-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:


 


 



    L-2A-2  


     


    







 


EXHIBIT
L-2B


 


FORM
OF TRANSFEROR LETTER FOR TRANSFER OF NON-BOOK ENTRY 

CERTIFICATES (OTHER THAN CLASS R CERTIFICATES)


 


[Date]


 


Citibank,
N.A.,


as Certificate Registrar



480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [___]



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[______] aggregate [principal balance][notional amount] of the Class [___] Certificates (the
“Transferred Certificate”) which are held in the form of [a beneficial interest in the [Rule 144A][Regulation
S] Global Certificate][Non-Book Entry Certificate] of such Class (CUSIP No. [______]). The Transferor has requested a transfer
of such [beneficial interest][Non-Book Entry Certificate] for a Non-Book Entry Certificate of such Class (CUSIP No. [______]).
The Certificates, including the Transferred Certificate, were issued pursuant to the Pooling and Servicing Agreement, dated as
of August 1, 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)       The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses
(a) through (e) hereof) would constitute a distribution of any Certificate under the


 






    L-2B-1  


     


    

 


Securities Act of 1933, as amended (the
“Securities Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities
Act or any state securities laws, or would require registration or qualification of any Certificate, or any offer or sale thereof,
pursuant to the Securities Act or any state securities laws. 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    L-2B-2  


     


    

 


EXHIBIT
L-3


 


FORM
OF TRANSFEREE LETTER


 


[Date]


 


	Citibank, N.A.,

                                                                     as Certificate Registrar

                                                                     480 Washington Boulevard, 30th Floor
 Jersey City, New Jersey 07310
 Attention:  Securities Window
	 	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 

        Telecopy
number: (212) 723-8599 

        e-mail:
        paul.t.vanderslice@citi.com 




 


	Citibank,
N.A., 

        as
Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013 

        Attention: Global
        Transaction Services – CD 2017-CD5

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Telecopy
number: (646) 328-2943 

        e-mail:
richard.simpson@citi.com 

	 	 	 
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
        CMBS Trustee – CD 2017-CD5

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        e-mail:
        ryan.m.oconnor@citi.com

        



 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional
amount]] [_____% Percentage Interest] of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
Class [_], CUSIP No. [____], in certificated fully registered form (such registered interest, the


 






    L-3-1  


     


    

 


“Certificate”),
issued pursuant to that certain Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


[FOR
TRANSFERS OF CLASS X-E, CLASS E, CLASS F oR Class G CERTIFICATES: In connection
with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not and will not
be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction 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”, and any such employee benefit plan or other plan, a “Plan”)
or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg.
Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of
any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or an interest therein is an “insurance company general
account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined
in Section 3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent, similar to
the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”)
or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan or other
plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise
result in a non-exempt violation of Similar Law.]


 


[FOR
TRANSFERS OF CLASS VRR CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that
(A) either (i) the Purchaser is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction 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”, and any such employee benefit
plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting
on behalf of any such Plan or using assets of any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101,
or (ii) (1) the Certificate is acquired by the Purchaser through Citigroup Global Markets Inc. or Deutsche Bank Securities
Inc., (2) the Purchaser is an insurance company, (3) the source of funds used to acquire or hold the Certificate or an interest
therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption
(“PTCE”) 95-60 and (4) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) the Purchaser
is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state
or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions


 






    L-3-2  


     


    

 


of ERISA
or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or other
plan or using the assets of such governmental plan or other plan to acquire the Certificate unless its acquisition, holding and
disposition of the Certificate would not constitute or otherwise result in a non-exempt violation of Similar Law.]


 


[FOR
TRANSFERS OF CLASS R or class s CERTIFICATES: In connection with such transfer,
the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or
other plan subject to the fiduciary responsibility or prohibited transaction 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”,
and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the
assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42)
of ERISA (including an insurance company that is using the assets of separate accounts or general accounts which include assets
of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf
of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to
any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction
provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental
plan or other plan or using the assets of such governmental plan to acquire the Certificate.]


 


[FOR
TRANSFERS OF CLASS R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 


[FOR
TRANSFERS OF CLASS S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that
qualifies as an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended, or an entity in which all of the equity owners qualify as “accredited investors”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 




    L-3-3  


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this Representation Letter on the ___ day of _____, ____.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    L-3-4  


     


    

 


EXHIBIT
L-4


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


	Citibank,
N.A., 

        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 

        Telecopy
number: (212) 723-8599 

        e-mail:
        paul.t.vanderslice@citi.com 




 


	Citibank,
N.A., 

        as
Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013 

        Attention: Global
Transaction Services – CD 2017-CD5 
	 	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Telecopy
number: (646) 328-2943 

        e-mail:
richard.simpson@citi.com 

	 	 	 
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
        North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        e-mail:
ryan.m.oconnor@citi.com 

	 	 	 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5,
                                         Class [__] (the “Class [__] Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, on behalf of the holders of CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
(the “Certificates”), in connection with the transfer by [             ]
(the “Seller”) to the undersigned (the “Purchaser”) of $______ aggregate [principal balance]
[notional amount] of Class [  ] Certificates [representing a ___% Percentage Interest in the related Class], in certificated fully
registered form (such registered interest, the “Transferred





 






    L-4-1  


     


    

 


Certificate”). Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       Check
one of the following:


 


☐       The
Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an
entity meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred
Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our
or its investment. The Purchaser is acquiring the Transferred Certificate 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, and has completed one of the forms
of certification to that effect attached hereto as Annex 1 and Annex 2. The Purchaser is acquiring the Transferred Certificate
for its own account, or for the account of another QIB. 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. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.1


 


2.       The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS
OF ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (B) the receipt by the Certificate Registrar of
an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act, (C) 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 (including applicable
state and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in
connection with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the


 





 






1
Any Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate. 


 






    L-4-2  


     


    

 


Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser acknowledges that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been
registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred
Certificate 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.


 


4.       The
Purchaser has reviewed the applicable Offering Circular dated July 24, 2017, relating to the Private Certificates (the “Offering
Circular”) 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 Offering Circular.


 


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 Non-Book Entry 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 Transferred Certificate, 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” 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 Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person,
(ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state
that interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with
a U.S. trade or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form
W-8 BEN-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 Administrator 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 Administrator.


 


For
the purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in


 






    L-4-3  


     


    

 


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).


 


Please
make all payments due on the Transferred Certificates:**


 


(a)        by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 





	Account number:	 
	 
	Institution:	 	 


 


(b)         by
mailing a check or draft to the following address:


 





	 
	 
	 
	 
	 





		 	 
	 	Very truly yours,
	 	 	 
	 	[Insert Name of Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 





 



 


**       Please
select (a) or (b).


  









    L-4-4  


     


    

 


ANNEX
1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the
“Transferred Certificate”) as described in the Investment Representation Letter to which this certification
relates and to which this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $______________________2
in securities (other than the excluded securities referred to below) as of [specific date since the close of the
Purchaser’s most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated
in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


		___	Corporation,
                                         etc. The Purchaser is a corporation (other than a bank, savings and loan association
                                         or similar institution), Massachusetts or similar business trust, partnership, or any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                         amended.



 


		___	Bank.
                                         The Purchaser (a) is a national bank or a banking institution organized under the
                                         laws of any State, U.S. territory or the District of Columbia, the business of which
                                         is substantially confined to banking and is supervised by the State or territorial banking
                                         commission or similar official or is a foreign bank or equivalent institution, and (b) has
                                         an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
                                         statements, a copy of which is attached hereto, as of a date not more than 16 months
                                         preceding the date of sale of the Transferred Certificate in the case of a U.S. bank,
                                         and not more than 18 months preceding such date of sale for a foreign bank or equivalent
                                         institution.



 


		___	Savings
                                         and Loan. The Purchaser (a) is a savings and loan association, building and
                                         loan association, cooperative bank, homestead association or similar institution, which
                                         is supervised and examined by a State or Federal authority having supervision over any
                                         such institutions or is a foreign savings and loan association or equivalent institution
                                         and (b) has an 



 





 



 


2
Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer,
and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 






    Annex-1-1  


     


    

 





			audited
                                         net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
                                         a copy of which is attached hereto, as of a date not more than 16 months preceding the
                                         date of sale of the Transferred Certificate in the case of a U.S. savings and loan association,
                                         and not more than 18 months preceding such date of sale for a foreign savings and loan
                                         association or equivalent institution.


 


		___	Broker-dealer.
                                         The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934, as amended.



 


		___	Insurance
                                         Company. The Purchaser is an insurance company whose primary and predominant business
                                         activity is the writing of insurance or the reinsuring of risks underwritten by insurance
                                         companies and which is subject to supervision by the insurance commissioner or a similar
                                         official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State
                                         or Local Plan. The Purchaser is a plan established and maintained by a State, its
                                         political subdivisions, or any agency or instrumentality of the State or its political
                                         subdivisions, for the benefit of its employees.



 


		___	ERISA
                                         Plan. The Purchaser is an employee benefit plan within the meaning of Title I of
                                         the Employee Retirement Income Security Act of 1974, as amended.



 


		___	Investment
                                         Advisor. The Purchaser is an investment advisor registered under the Investment Advisers
                                         Act of 1940, as amended.



 


		___	Other.
                                         (Please supply a brief description of the entity and a cross-reference to the paragraph
                                         and subparagraph under subsection (a) (1) of Rule 144A pursuant to which it
                                         qualifies. Note that registered investment companies should complete Annex 2 rather
                                         than this Annex 1.)






	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 











  


3.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser,
(ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the
securities referred to in this paragraph.


 






    Annex-1-2  


     


    




 


4.       For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may
have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is
a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.


 


5.       The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.


 





	___    

Yes    	___    

No    	Will
the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account


 


 


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant
to which the Transferred Certificate was issued.





	 	 	 	 	 
	 	Print Name of Purchaser
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Date:	 


  




    Annex-1-3  


     


    

 


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers that are Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred
Certificate”) as described in the Investment Representation Letter to which this certification relates and to which
this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment
adviser (the “Adviser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned
and/or invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of
securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used,
unless the Purchaser or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of
those securities has been published, in which case the securities of such entity were valued at market.


 


		____	The
                                         Purchaser owned and/or invested on a discretionary basis $___________________ in securities
                                         (other than the excluded securities referred to below) as of the end of the Purchaser’s
                                         most recent fiscal year (such amount being calculated in accordance with Rule 144A).



 


		____	The
                                         Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________
                                         in securities (other than the excluded securities referred to below) as of the end of
                                         the Purchaser’s most recent fiscal year (such amount being calculated in accordance
                                         with Rule 144A).



 


3.       The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 






    Annex-2-1  


     


    

 


4.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser
or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the
securities referred to in this paragraph were excluded.


 


5.       The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying
and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


 





	___	___	 	Will the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account
	Yes	No	 







 


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the
Purchaser through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant
to which the Transferred Certificate was issued. 





	 	 	 	 	 
	 	Print Name of Purchaser or Adviser
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	IF AN ADVISER:
	 	 
	 	Print Name of Purchaser
	 	 	 
	 	Date:	 


 



    Annex-2-2  


     


    

 


EXHIBIT
L-5A


 


Form
of Transferee Certificate for Transfer of Class VRR Certificates 


 


[Date]


 


	Citibank,
                    N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        

        Telecopy
        number: (212) 723-8599

        

        e-mail:
        paul.t.vanderslice@citi.com

        

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Paul Vanderslice

        

        Telecopy
        number: (212) 723-8599

        

        e-mail:
        paul.t.vanderslice@citi.com

        
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Telecopy
        number: (646) 328-2943

        e-mail:
        richard.simpson@citi.com 

	 	 	 
	Citi
        Real Estate Funding Inc.

        

        390
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        e-mail:
        richard.simpson@citi.com 
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Telecopy
        number: (646) 862-8988

        e-mail:
        ryan.m.oconnor@citi.com

        

	 	 	 
	Citi
        Real Estate Funding Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Telecopy
        number: (646) 862-8988

        e-mail:
        ryan.m.oconnor@citi.com 
	 	 
	 	 	 	 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
                                         National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
                                         Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee



 






     L-5A-1


     


    

 


Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) $[_____]
                                         principal balance of the Class VRR Certificates (the “Transferred Interest”).



 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’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 any ERISA Restricted Certificate constituting a portion of the Transferred
                                         Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied
                                         with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition
                                         of such ERISA Restricted Certificate will be effected through Citigroup Global Markets
                                         Inc. or Deutsche Bank Securities Inc., or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred 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 Transferred Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The
                                         Purchaser has executed and delivered a joinder agreement substantially in the form attached
                                         as Exhibit C to the Vertical Credit Risk Retention Agreement, dated as of July
                                         24, 2017 (the “Vertical Credit Risk Retention Agreement”), between
                                         Citi Real Estate Funding Inc., Deutsche Bank AG, acting through its New York Branch,
                                         Citigroup Global Markets Realty Corp., German American Capital Corporation and the Depositor,
                                         pursuant to which the Purchaser has agreed to be bound by the terms of the Vertical Credit
                                         Risk Retention Agreement to the same extent as if the Purchaser was the Transferor.



 






     L-5A-2


     


    

 


		D.	The
                                         Purchaser hereby makes each representation set forth in Section 4(b) of the Vertical
                                         Credit Risk Retention Agreement, other than the representations in Sections 4(b)(viii)
                                         and 4(b)(ix) [and except that it is a [_____], duly organized, validly existing and in
                                         good standing under the laws of [_____]].



 


		E.	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
                                         its ownership of the Transferred Interest will satisfy the risk retention requirements
                                         of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation
                                         RR.



 


☐       The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur after the termination of the VRR 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__.





			



 





	 	[PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:



 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]


 





	By:	 	 
	 	Name:

    Title:	 


 


[Medallion
Stamp Guarantee]


 






     L-5A-3


     


    

 





	[CITI REAL ESTATE FUNDING INC.]3	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 





	CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 





 






3
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 


   






     L-5A-4


     


    

 


EXHIBIT
L-5B


 


FORM
OF TRANSFEREE Certificate for Transfer of hrR INTEREST 


 


[Date]


 





	Citibank,
        N.A.,

        as
        Certificate Registrar

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window
	 	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy
        number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Paul Vanderslice

        Telecopy
        number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Telecopy
        number: (646) 328-2943

        e-mail:
        richard.simpson@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        390
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Telecopy
        number: (646) 328-2943

        e-mail:
        richard.simpson@citi.com
	 	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Telecopy
        number: (646) 862-8988

        e-mail:
        ryan.m.oconnor@citi.com

	 	 	 
	Citi
        Real Estate Funding Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Telecopy
        number: (646) 862-8988

        e-mail:
        ryan.m.oconnor@citi.com
	 	 


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
                                         National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
                                         Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee



 


Ladies
and Gentlemen:


 






     L-5B-1


     


    

 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) Class
                                         F and Class G Certificates in the respective principal balances set forth below (collectively,
                                         the “Transferred Interest”):



 


	Class
    	Principal
    Balance
	Class
    F	$
	Class
    G	$


 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’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 Transferred 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 Transferred
                                         Interest and (b) the acquisition of the Transferred Interest will be effected through
                                         Citigroup Global Markets Inc. or Deutsche Bank Securities Inc., or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period and that:


 


		A.	The
Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned
Affiliate”).



 


		B.	The
Purchaser is not acquiring the Transferred 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 Transferred Interest, it will remain a Majority-Owned Affiliate
for so long as it is required to remain a Majority-Owned Affiliate under the TPP Risk Retention Agreement or a Subsequent TPP
Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under any joinder agreement to the
TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.



 






     L-5B-2


     


    

 


		C.	The
Purchaser has executed and delivered a joinder agreement, dated as of the date of the transfer, substantially in the in the form
attached as Exhibit A to the TPP Risk Retention Agreement, dated as of July 24, 2017 (the “TPP Risk Retention Agreement”),
between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and RREF III-D AIV RR, LLC, pursuant to
which the Purchaser has agreed to be bound by the terms of the TPP Risk Retention Agreement to the same extent as if the Purchaser
was the Transferor itself.



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur after the termination of the HRR Interest Transfer Restriction Period.


 


☐       The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date (or such earlier date that such
transfer is first permitted under the TPP Risk Retention Requirements then in effect as reasonably agreed to by the Retaining
Sponsor) and that:


 


A.       The
Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the TPP Retention Agreement, dated as
of July 24, 2017 (the “TPP Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
Citi Real Estate Funding Inc., and RREF III-D AIV RR, LLC.


 


B.       The
Purchaser has executed and delivered to the Retaining Sponsor a Subsequent TPP Risk Retention Agreement (as such term is defined
in the TPP Risk Retention Agreement) dated as of the date of the transfer, as required pursuant to Section 6(iv) of the TPP Risk
Retention Agreement.


 


C.       The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement, and the Purchaser has complied with all
the provisions, and has satisfied all the requirements, set forth in Section 6 of the TPP Risk Retention Agreement.


 


☐       The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Risk Retention Agreement or
a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms
of any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.
Please provide additional information in the space below to explain: _______________________________________________________________________________


 


 



 


 






 





 



 





 






 



Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






     L-5B-3


     


    

 


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__.


 





	 	[PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


	[APPLICABLE RETAINING PARTY]	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 





	[Medallion Stamp Guarantee]	 
	 	 
	CITI REAL ESTATE FUNDING INC.	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 






     L-5B-4


     


    

 


EXHIBIT
L-6A


 


Form
of Transferor Certificate for Transfer of Class VRR Certificates


 


[Date]


 





	
        Citibank, N.A.,

        as Certificate Registrar

        480 Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window
	 	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy number: (212) 723-8599

        e-mail: paul.t.vanderslice@citi.com

	 	 	 
	
        Citi Real Estate Funding Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy number: (212) 723-8599

        e-mail: paul.t.vanderslice@citi.com
	 	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        e-mail: richard.simpson@citi.com

	 	 	 
	
        Citi Real Estate Funding Inc.

        390 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        e-mail: richard.simpson@citi.com
	 	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        e-mail: ryan.m.oconnor@citi.com

	 	 	 
	
        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        e-mail: ryan.m.oconnor@citi.com
	 	 







 


Re:       CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 (the “Certificates”)


 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[_____] principal balance of the Class VRR Certificates (the “Transferred Interest”).


 






     L-6A-1


     


    

 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. 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, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the VRR Interest Transfer Restriction Period and that:



 


		A.	The
transfer is in compliance with the Vertical Credit Risk Retention Agreement, between Citi Real Estate Funding Inc., Deutsche Bank
AG, acting through its New York Branch, Citigroup Global Markets Realty Corp., German American Capital Corporation and the Depositor,
dated and effective as of July 24, 2017 (the “Vertical 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
Transferor has complied in all material respects with all of the covenants in the Vertical Credit Risk Retention Agreement during
the period from the date of the Vertical 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 Vertical 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 Vertical Credit Risk Retention Agreement have been complied with through
and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the VRR Interest Transfer Restriction Period.



 






     L-6A-2


     


    

 


		3.	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 L-5A. The Transferor does not know or believe that any representation contained therein
is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


  



	[APPLICABLE
RETAINING PARTY]1	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 


[Medallion
Stamp Guarantee] 


 


[CITI REAL ESTATE FUNDING INC.]2


 





 











1
Signature of Retaining Party is required if the Retaining Party is different than the transferor


2 Signature of Retaining
Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 






     L-6A-3


     


    






 







	By:	 	 
	 	Name:

    Title:	 


 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.


 





	By:	 	 
	 	Name:

    Title:	 


 






     L-6A-4


     


    

 


EXHIBIT
L-6B


 


FORM
OF TRANSFEROR Certificate for Transfer of HRR INTEREST


 


[Date]


 





	
        Citibank, N.A.,

        as Certificate Registrar

        480 Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window
	 	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy number: (212) 723-8599

        e-mail: paul.t.vanderslice@citi.com

	 	 	 
	
        Citi Real Estate Funding Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy number: (212) 723-8599

        e-mail: paul.t.vanderslice@citi.com
	 	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        e-mail: richard.simpson@citi.com

	 	 	 
	
        Citi Real Estate Funding Inc.

        390 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        e-mail: richard.simpson@citi.com
	 	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        e-mail: ryan.m.oconnor@citi.com

	 	 	 
	
        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        e-mail: ryan.m.oconnor@citi.com
	 	 







 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
                                         (the “Certificates”)	



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class F and Class G Certificates in the respective principal balances set forth below (collectively,
the “Transferred Interest”):


 






     L-6B-1


     


    




 


	Class
    	Principal
    Balance
	Class
    F	$
	Class
    G	$


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. 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, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		4.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the HRR Interest Transfer Restriction Period and that:



 


		A.	The
Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor.



 


		B.	The
transfer will be made in accordance with Section 5 of the TPP Risk Retention Agreement, dated as of July 24, 2017 (the “TPP
Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and
RREF III-D AIV RR, LLC, and all of the requirements set forth in Section 5 of the TPP Risk Retention Agreement have been complied
with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the HRR Interest Transfer Restriction Period.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         on or after the fifth anniversary of the Closing Date (or such earlier date that such
                                         transfer is first permitted under the TPP Risk Retention Requirements then in effect
                                         as reasonably agreed to by the Retaining Sponsor) and that:



  






     L-6B-2


     


    

 


		A.	The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement (the “TPP Risk Retention Agreement”),
dated as of July 24, 2017, between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and RREF III-D
AIV RR, LLC, and all of the requirements set forth in Section 6 of the TPP Risk Retention Agreement have been complied with through
and including the date of the transfer.



 


☐       The
Transferor is otherwise permitted to transfer the Transferred Interest under the terms of the TPP Risk Retention Agreement or
a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms
of any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable. Please
provide additional information in the space below to explain: ________________________________________________________________________________





 





 









 





 









 





 









 





 






  


		6.	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 L-5B. The Transferor does not have knowledge, after reasonable due diligence, that any representation
contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]1


 





 






1 Signature
of Retaining Party is required if the Retaining Party is different than the transferor


 






     L-6B-3


     


    

 





	By:	 	 
	 	Name:

    Title:	 


 


[Medallion
Stamp Guarantee]


 


[CITI
REAL ESTATE FUNDING INC.]2


 





	By:	 	 
	 	Name:

    Title:	 


 





 






2 Signature of Retaining
Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 






     L-6B-4


     


    

 


EXHIBIT
M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE
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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 




 


 


		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Risk Retention Consultation Party][Serviced Companion Loan
Holder][Companion


 






     M-1A-1


     


    

 


Loan Holder Representative], and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus8.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s website][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 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 its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


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 this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above.


 





 






8
Only required for a Certificateholder, a Certificate Owner, a Risk Retention Consultation Party or a prospective purchaser
of a Certificate (or an investment advisor or manager of the foregoing).


 






     M-1A-2


     


    

  


	 	[[Investment
advisor or manager of a] [Certificateholder][Certificate Owner][Prospective Purchaser][Risk Retention Consultation Party]

[Serviced Companion Loan Holder][Companion Loan Holder
Representative]
	 	 	 
	 	By:	 





	 	Name:	 












	 	Title:	 








	 	Company:	 








	 	Phone:	 


 






     M-1A-3


     


    

  


EXHIBIT
M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE 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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
 

Park
Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

New
York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

(with
a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)





 


		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 






     M-1B-1


     


    

 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is not a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


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 its holding or 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 Trustee, 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, unless required to do so by law.


 


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.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 


5.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and
Exhibit M-1G to the Agreement.





 


6.       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 hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
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.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 






     M-1B-2


     


    

 


8.       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 Agreement to each of the addressees 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 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 day and year written above.


 





	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 


 


		Name:	 












	 	Title:	 








	 	Company:	 



 



     M-1B-3


     


    

 





EXHIBIT
M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE 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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 




 


 


		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 






     M-1C-1


     


    

 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage
Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website.


 


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 its holding or 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 Trustee, 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, unless required to do so by law.


 


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.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review
or use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans 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 Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 






     M-1C-2


     


    




 


6.       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 hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
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.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       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 Agreement to each of the addressees 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 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 day and year written above.


 





	 	[The Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 	By:	 


 





		Name:	 












	 	Title:	 








	 	Company:	 



  






     M-1C-3


     


    

 


 


EXHIBIT
M-1D


 


FORM
OF INVESTOR CERTIFICATION FOR BORROWER PARTY 

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR
A CONTROLLING CLASS CERTIFICATEHOLDER, A RISK RETENTION CONSULTATION PARTY OR A HOLDER OF CLASS VRR CERTIFICATE(S))


 


[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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 







 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 






     M-1D-1


     


    




 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


 


2.       The
undersigned is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.       The
undersigned is not a Risk Retention Consultation Party and is not a Holder of any Class VRR Certificate.


 


4.       The
undersigned has received a copy of the Prospectus9.


 


5.       The
undersigned is a Borrower Party.


 


6.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


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 its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


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.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 





 






9
Only required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment
advisor or manager of the foregoing).


 






     M-1D-2


     


    

 


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 Agreement to each of the addressees 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 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 day and year written above.


 


	 	[[Investment
advisor or manager of a] [Certificateholder][Certificate Owner][Prospective Purchaser]] [Serviced Companion Loan Holder][Companion
Loan Holder Representative]
	 	 	 
	 	By:	 


 





		Name:	 












	 	Title:	 








	 	Company:	 






	 	Phone:	 



 



     M-1D-3


     


    

 


EXHIBIT
M-1E


 


FORM
OF INVESTOR CERTIFICATION FOR BORROWER PARTY 

(FOR A RISK RETENTION CONSULTATION PARTY OR A HOLDER OF CLASS VRR
CERTIFICATE(S))


 


[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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 







 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 






     M-1E-1


     


    

  


1.       The
undersigned is a Risk Retention Consultation Party or a Holder of the Class VRR Certificates.


 


2.       The
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


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 its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


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.       To
the extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan
(or a Mortgage Loan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property
(which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof),
inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special
Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special
Servicer’s net present value determination, Collateral Deficiency Amount determination or any Appraisal Reduction Amount
calculations, and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting
any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, 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), whether on the
Certificate Administrator’s Website or otherwise, the undersigned hereby agrees that it (i) will not provide any such
information to (A) any related Borrower Party, or (B) 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 (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


 






     M-1E-2


     


    

 





order
to comply with the limitations described in clause (i) above. 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 such Excluded Mortgage Loan) shall be considered information that is aggregated with information
of other Mortgage Loans at a pool level.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


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 Agreement to each of the addressees 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 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 day and year written above.


 



	 	[Risk
Retention Consultation Party][Holder of Class VRR Certificate(s)]
	 	 	 
	 	By:	 


 





		Name:	 












	 	Title:	 








	 	Company:	 



 


	 	Phone:	 


 



     M-1E-3


     


    

  


EXHIBIT
M-1F


 


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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 







 


		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE CD 2017-CD5 MORTGAGE TRUST COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-CD5, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE
POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to
the above-referenced


 






     M-1F-1


     


    

 


certificates
(the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.             The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.             The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


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 Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an Excluded Mortgage Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.             The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G 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 related to the Excluded Controlling Class Mortgage Loans
and made available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor
Certification in accordance with Section 4.02(a) of the Agreement.


 






     M-1F-2


     


    

 


5.             The undersigned agrees to indemnify and hold harmless each party to the 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 Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


6.             The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to
have recertified that the representations and covenants contained herein remain true and correct.


 


7.             Except with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website. 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 its holding or 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 Trustee, 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, unless required to do so by law. 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.


 


8.             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 hereby agrees that it (i) will not directly or indirectly
provide such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party
or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in any 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.


 


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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 






     M-1F-3


     


    

 


IN
WITNESS WHEREOF, 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 day and year written above.


 














	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:

    Phone:

    Email:

    Address:


 






     M-1F-4


     


    

  


EXHIBIT
M-1G


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
                                         Email

                                         Citibank, N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Global Transaction Services – CD 2017-CD5 

        
	

                                                                      



 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, 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 Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.             The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.             The following CitiDirect Login USER IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the CD 2017-CD5 Mortgage Trust securitization should be revoked as to such users:


 






     M-1G-1


     


    




 





	 
	 
	 



  


4.             The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to
such Excluded Controlling Class Mortgage 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 Controlling Class Mortgage 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 M-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, 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 day and year written above.


 





	 	[Controlling
Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:

    Phone:

    Email:

    Address:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 


The
undersigned hereby acknowledges that

access to CitiDirect has been revoked for

the users listed in Paragraph 3.


 


CITIBANK,
N.A., 


Certificate
Administrator 


 





	 	 




Name:

Title:


 






     M-1G-2


     


    

 


EXHIBIT
M-1H


 


Form
of Certification of the Controlling Class Representative


 





	
        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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	 	 
	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 







 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with Section 6.09(d) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.       The
undersigned is not a Borrower Party.


 






     M-1H-1


     


    

 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


 


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which
party is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the
Pooling and Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight
courier, (b) mailed by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator
is specified in the notice provisions of the Pooling and Servicing Agreement, by electronic mail.


 


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 be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.]


 


	 	[The Controlling Class Representative]
	 	 	 
	 	By:	 
	 	 	Title:

    Company:

    Phone:








 






     M-1H-2


     


    

  


EXHIBIT
M-1I


 


Form
of Certification of a Risk Retention Consultation Party


 





	
        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: CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com
	
        Wilmington Trust, National Association, as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – CD 2017-CD5

	 	 
	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CD 2017-CD5
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	 	 
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CD 2017-CD5 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Telecopy number: (212) 723-8599

        e-mail: paul.t.vanderslice@citi.com

	 	 
	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        e-mail: ryan.m.oconnor@citi.com
	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        e-mail: richard.simpson@citi.com





 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5	



 


In
accordance with Section 6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and
Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






     M-1I-1


     


    

 


1.       The
undersigned has been appointed to act as the [VRR1][VRR2] 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:	 	 	 	 








 






     M-1I-2


     


    

 


EXHIBIT
M-2A


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS FOR

NON-BORROWER PARTY


 


[Date]


 


Citibank,
N.A.,


as
Certificate Administrator


388
Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – CD 2017-CD5


 


		Attention:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5______________________________



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a [Certificateholder][Certificate Owner] of the Class ___ Certificates.


 


2.             The
undersigned has received a copy of the Prospectus.


 


3.             The
undersigned is not a Borrower Party.


 


4.             The
undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor or a Mortgage Loan Seller.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
                                         the Operating Advisor or a Mortgage Loan Seller.



 






    M-2A-1


     


    

 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, a Mortgage Loan Seller or an Affiliate of any of the foregoing.



 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer
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.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Certificateholder] [Certificate
Owner] 	 



 


	 	By: 	 



 


	 	Name: 	 


 





	 	Title: 	 


 





	 	Company: 	 


 


	 	Phone: 	 


 




    M-2A-2


     


    


 


EXHIBIT
M-2B


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS FOR

BORROWER PARTY


 


[Date]


 


Citibank,
N.A.,


as
Certificate Administrator


388
Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – CD 2017-CD5


 


		Attention:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5______________________________



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2017 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a [Certificateholder][Certificate Owner] of the Class ___ Certificates.


 


2.             The
undersigned has received a copy of the Prospectus.


 


3.             The
undersigned is a Borrower Party.


 


		4.	The
                                         undersigned is [not] an Excluded Controlling Class Holder. [IF YES, PLEASE COMPLETE THE
                                         FOLLOWING: The undersigned is an Excluded Controlling Class Holder with respect to the
                                         following Mortgage Loan(s):



 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 


 






    M-2B-1


     


    

 


]


 


5.             The
undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check all that apply):


 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, a Mortgage Loan Seller or an Affiliate of any of the foregoing.



 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor or a Mortgage Loan Seller.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
                                         the Operating Advisor or a Mortgage Loan Seller.



 


		___	The
                                         undersigned is the Special Servicer and is a Borrower Party with respect to the following
                                         Excluded Special Servicer Mortgage Loans:



 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


		6.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its officers, directors, partners, employees, agents or representatives (collectively,
                                         the “Representatives”) and shall indemnify the Depositor, the Operating
                                         Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee,
                                         the Master Servicer, the Special Servicer 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.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above.


 






    M-2B-2


     


    

 


	 	[Certificateholder] [Certificate
Owner] 	 



 





	 	By: 	 



 


	 	Name: 	 


 





	 	Title: 	 


 





	 	Company: 	 


 


	 	Phone: 	 



 




    M-2B-3


     


    


 


EXHIBIT
M-3


 


FORM
OF ONLINE VENDOR CERTIFICATION


 


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 Vendor Provider not listed herein and would like access to the information,
please contact [the Certificate Administrator’s customer service desk at [1-888-855-9695]]


 


In
connection with the CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 (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.,
CMBS.com, Inc., Moody’s Analytics, Markit Group Limited or a market data provider that has been given access to the Distribution
Date Statements, CREFC reports and supplemental notices on www.sf.citidirect.com (“CitiDirect”) by request
of the Depositor.


 


2.             The
undersigned agrees that each time it accesses CitiDirect, 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 CitiDirect 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, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from CitiDirect.


 


4.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of August 1, 2017, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee.


 






    M-3-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[                        ] 	 



 





	 	By: 	 



 


	 	Name: 	 


 





	 	Title: 	 


 





	 	Company: 	 


 


	 	Phone: 	 




 




    M-3-2


     


    


 


EXHIBIT
M-4



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:
        CD 2017-CD5 Asset Manager

        Email: 

        Commercial.servicing@wellsfargo.com
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

        Telecopy
number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com

         

	 	 	 
	Wilmington
Trust, National Association, as Trustee

        1100
North Market Street

        Wilmington,
Delaware 19890

        Attention:
        CMBS Trustee – CD 2017-CD5

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street

        New
York, New York 10013

        Attention:
Richard Simpson

        Telecopy
number: (646) 328-2943

        e-mail:
        richard.simpson@citi.com

         

	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor

        New
York, New York 10013

        Attention:
Ryan M. O’Connor

        Telecopy
number: (646) 862-8988

        e-mail:
ryan.m.oconnor@citi.com
	 	 
	 	 	 


		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5



 


Ladies
and Gentlemen:


 


In
connection with the CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5 (the “Certificates”),
we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer, and Rialto Capital Advisors,
LLC, as Special Servicer (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person
refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual,
group or entity.


 


In
connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting
and will use the Information solely for


 






    M-4-1


     


    


 


purposes
of making investment decisions and/or exercising the rights of the [Directing Holder][Serviced Companion Loan Holder] with respect
to the [above-referenced Certificates and the related Mortgage Loans] [[NAME OF SERVICED LOAN COMBINATION] Loan Combination] and
will not disclose such Information to any Person other than (i) our Representatives, (ii) our auditors and regulators
and (iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION LOAN] Companion Loan]
held by the undersigned or of an interest therein (or such outside Persons as are assisting it in making an evaluation in connection
with purchasing the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but only if such Persons confirm
in writing such contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)),
(iv) our accountants and attorneys, and (v) 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 Master Servicer or the Special Servicer, as
applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in
whole or in part, unless required to do so by law.


 


The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer 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.


 


This
Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public
other than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully
available to us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound
by a contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential
basis prior to its disclosure to us by you.


 


Capitalized
terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated
as of August 1, 2017, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 






    M-4-2


     


    

 


This
Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.


 


	 	Very truly yours, 	 
	 	 	 
	 	[NAME OF ENTITY]	 



 





	 	By: 	 






	 	Name: 	 








	 	Title: 	 








	 	Company: 	 





	 	Phone: 	 



 


		cc:	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         [Trustee]



 




    M-4-3


     


    


 


EXHIBIT
M-5


 


FORM
OF NRSRO CERTIFICATION


 


Citibank,
N.A.,


as
Certificate Administrator


388
Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – CD 2017-CD5


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5______________________________  



 


Ladies
and Gentlemen:


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee, with respect to the CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2017-CD5 (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, a Nationally Recognized Statistical Rating Organization (“NRSRO”);


 


(a)          has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


(b)          is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and
in consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the
Information confidential (except to the extent such information has been made available to the general public), and such Information
will not, without the prior written consent of the Certificate Administrator, 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.


 






    M-5-1


     


    


 


3.             The
undersigned agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


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 day and year first written above.


 


	 	Very truly yours, 	 
	 	 	 
	 	[NRSRO Name]	 



 


	 	By: 	 






	 	Name: 	 








		Title: 	 








	 	Phone: 	 





	 	Email: 	 


 


Dated:


 




    M-5-2


     


    


 


EXHIBIT
N

 


CUSTODIAN
CERTIFICATION


 


[DATE]


 


[All
Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser]


[The
related Serviced Companion Loan Holder (upon request, in the case of a Serviced Loan Combination)]

 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5______________________________ 



 


Ladies
and Gentlemen:


 


In
accordance with the provisions of Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that,
with respect to each Mortgage Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all
documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided
that the undersigned has been notified of any related modification), (7), (15) and (20) (for any Mortgage Loan that is part of
a Loan Combination) of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated
by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned
of the particular recorded/filed documents); (iii) all documents received by the undersigned with respect to such Mortgage
Loan have been reviewed by the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and
(C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together with any Loan
Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the Mortgage File.


 


The
undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.


 






    N-1


     


    

 


The
scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that certain documents in Mortgage
Files have been received and appear regular on their face and to confirm certain other information as set forth in Section
2.02 of the Pooling and Servicing Agreement.  The Custodian’s review of the Mortgage Files and any certification
with respect thereto is not intended to and shall not be deemed to constitute “due diligence services” or a “third
party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively, under the Exchange Act. 
Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree that it shall
not share such certification with any rating agency or any party not addressed on such certification.


 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.





	 	
	 	CITIBANK, N.A., as Custodian
	 	 
	 	By:	 
	 	 	Name:
 Title:


 





    N-2


     


    


 


SCHEDULE
OF EXCEPTIONS


 


[          ]


 




    N-3


     


    


 


EXHIBIT
O


 


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). For the avoidance of
doubt, for purposes of this Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall
include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	Applicable
    Servicing Criteria 	applicable
    

party
	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.	Master
    Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
                                         Servicer

                                         Special Servicer

        Certificate
        Administrator

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
                                         Servicer

        Special
        Servicer

        Certificate
        Administrator

	 	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.	Master
                                         Servicer

                                         Special Servicer

        Certificate
        Administrator

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar
    year)
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 






    O-1


     


    

 


	Applicable
    Servicing Criteria 	applicable
    

party
	Reference	Criteria	 
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	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 are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	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 (excluding clauses (C) and (D) in the case of the Operating Advisor)
	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 Reporting 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.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    O-2


     


    

 


	Applicable
    Servicing Criteria 	applicable
    

party
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the
    obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements;
    (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and
    state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage
    loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A



 



    O-3


     


    


 


EXHIBIT
P



SUPPLEMENTAL SERVICER SCHEDULE


 




    P-1


     


    


 







 





	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Original	Remaining
	Control	 	Loan	Mortgage 	 	 	General	Original	Origination	Amortization Term	Amortization Term
	Number	Footnotes	Number	Loan Seller	Property Name	Borrower Name	Property Type	Balance ($)	Date	(Mos.)	(Mos.)
	1	(1)	1	CGMRC, GACC	General Motors Building	767 Fifth Partners LLC	Mixed Use	100,000,000	6/7/2017	0	0
	2	(2)	2	GACC	Olympic Tower	OT Real Estate Owner LLC	Mixed Use	60,000,000	5/1/2017	0	0
	3	 	3	GACC	AHIP Northeast Portfolio IV	AHIP MD Hanover 7027 Properties LLC; AHIP MD Baltimore 4980 Properties LLC; AHIP MD Baltimore 4980 Enterprises LLC; AHIP NJ Egg Harbor 3022 Properties LLC; AHIP NJ Egg Harbor 3022 Enterprises LLC; AHIP NJ Neptune Properties LLC; AHIP NJ Neptune Enterprises LLC	Hospitality	56,500,000	6/22/2017	360	360
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	 	Hospitality	 	 	 	 
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	 	Hospitality	 	 	 	 
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	 	Hospitality	 	 	 	 
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	 	Hospitality	 	 	 	 
	4	(3)	4	GACC	245 Park Avenue	245 Park Avenue Property LLC	Office	51,250,000	5/5/2017	0	0
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd., L.L.C.; VIII-HII-Baltimore Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn of Racine, L.P.; Midwest Heritage Inn of Shawnee, L.P.; Midwest Heritage Inn of Cheyenne, L.P.; F.I. Management of Mankato, L.P.; R.I. Heritage Inn of Peoria AZ, L.P.; H.S. Heritage Inn of Grand Rapids, L.P.; H.S. Heritage Inn of Toledo, L.P.; Heritage Inn Number LII. Limited Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco, L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.; LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco, L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.; Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco, L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.; Midwest Heritage Inn of Racine Opco, L.L.C.; Midwest Heritage Inn of Shawnee Opco, L.L.C.; Midwest Heritage Inn of Cheyenne Opco, L.L.C.; F.I. Management of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand Rapids Opco, L.L.C.; H.S. Heritage Inn of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number XL. Opco, L.L.C.	Hospitality	40,000,000	5/24/2017	0	0
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	 	Hospitality	 	 	 	 
	5.02	 	5.02	 	Larkspur Landing Milpitas	 	Hospitality	 	 	 	 
	5.03	 	5.03	 	Larkspur Landing Campbell	 	Hospitality	 	 	 	 
	5.04	 	5.04	 	Larkspur Landing San Francisco	 	Hospitality	 	 	 	 
	5.05	 	5.05	 	Larkspur Landing Pleasanton	 	Hospitality	 	 	 	 
	5.06	 	5.06	 	Larkspur Landing Bellevue	 	Hospitality	 	 	 	 
	5.07	 	5.07	 	Larkspur Landing Sacramento	 	Hospitality	 	 	 	 
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	 	Hospitality	 	 	 	 
	5.09	 	5.09	 	Larkspur Landing Hillsboro	 	Hospitality	 	 	 	 
	5.1	 	5.1	 	Larkspur Landing Renton	 	Hospitality	 	 	 	 
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	 	Hospitality	 	 	 	 
	5.12	 	5.12	 	Residence Inn Toledo Maumee	 	Hospitality	 	 	 	 
	5.13	 	5.13	 	Residence Inn Williamsburg	 	Hospitality	 	 	 	 
	5.14	 	5.14	 	Hampton Inn Suites Waco South	 	Hospitality	 	 	 	 
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	 	Hospitality	 	 	 	 
	5.16	 	5.16	 	Courtyard Tyler	 	Hospitality	 	 	 	 
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	 	Hospitality	 	 	 	 
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	 	Hospitality	 	 	 	 
	5.19	 	5.19	 	Residence Inn Grand Rapids West	 	Hospitality	 	 	 	 
	5.2	 	5.2	 	Peoria, AZ Residence Inn	 	Hospitality	 	 	 	 
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	 	Hospitality	 	 	 	 
	5.22	 	5.22	 	Courtyard Chico	 	Hospitality	 	 	 	 
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	 	Hospitality	 	 	 	 
	5.24	 	5.24	 	Hampton Inn Suites South Bend	 	Hospitality	 	 	 	 
	5.25	 	5.25	 	Courtyard Wichita Falls	 	Hospitality	 	 	 	 
	5.26	 	5.26	 	Hampton Inn Morehead	 	Hospitality	 	 	 	 
	5.27	 	5.27	 	Residence Inn Chico	 	Hospitality	 	 	 	 
	5.28	 	5.28	 	Courtyard Lufkin	 	Hospitality	 	 	 	 
	5.29	 	5.29	 	Hampton Inn Carlisle	 	Hospitality	 	 	 	 
	5.3	 	5.3	 	Springhill Suites Williamsburg	 	Hospitality	 	 	 	 
	5.31	 	5.31	 	Fairfield Inn Bloomington	 	Hospitality	 	 	 	 
	5.32	 	5.32	 	Waco Residence Inn	 	Hospitality	 	 	 	 
	5.33	 	5.33	 	Holiday Inn Express Fishers	 	Hospitality	 	 	 	 
	5.34	 	5.34	 	Larkspur Landing Folsom	 	Hospitality	 	 	 	 
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	 	Hospitality	 	 	 	 
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	 	Hospitality	 	 	 	 
	5.37	 	5.37	 	Toledo Homewood Suites	 	Hospitality	 	 	 	 
	5.38	 	5.38	 	Grand Rapids Homewood Suites	 	Hospitality	 	 	 	 
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	 	Hospitality	 	 	 	 
	5.4	 	5.4	 	Fairfield Inn Laurel	 	Hospitality	 	 	 	 
	5.41	 	5.41	 	Courtyard Akron Stow	 	Hospitality	 	 	 	 
	5.42	 	5.42	 	Larkspur Landing Roseville	 	Hospitality	 	 	 	 
	5.43	 	5.43	 	Towneplace Suites Bloomington	 	Hospitality	 	 	 	 
	5.44	 	5.44	 	Hampton Inn Danville	 	Hospitality	 	 	 	 
	5.45	 	5.45	 	Holiday Inn Norwich	 	Hospitality	 	 	 	 
	5.46	 	5.46	 	Hampton Inn Suites Longview North	 	Hospitality	 	 	 	 
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	 	Hospitality	 	 	 	 
	5.48	 	5.48	 	Hampton Inn Suites Buda	 	Hospitality	 	 	 	 
	5.49	 	5.49	 	Shawnee Hampton Inn	 	Hospitality	 	 	 	 
	5.5	 	5.5	 	Racine Fairfield Inn	 	Hospitality	 	 	 	 
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	 	Hospitality	 	 	 	 
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	 	Hospitality	 	 	 	 
	5.53	 	5.53	 	Westchase Homewood Suites	 	Hospitality	 	 	 	 
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	 	Hospitality	 	 	 	 
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	 	Hospitality	 	 	 	 
	5.56	 	5.56	 	Hampton Inn Sweetwater	 	Hospitality	 	 	 	 
	5.57	 	5.57	 	Comfort Suites Buda Austin South	 	Hospitality	 	 	 	 
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	 	Hospitality	 	 	 	 
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	 	Hospitality	 	 	 	 
	5.6	 	5.6	 	Comfort Inn & Suites Paris	 	Hospitality	 	 	 	 
	5.61	 	5.61	 	Hampton Inn Suites Decatur	 	Hospitality	 	 	 	 
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	 	Hospitality	 	 	 	 
	5.63	 	5.63	 	Mankato Fairfield Inn	 	Hospitality	 	 	 	 
	5.64	 	5.64	 	Candlewood Suites Texarkana	 	Hospitality	 	 	 	 
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	 	Hospitality	 	 	 	 
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	Brookwood Holdings LA, L.L.C. and Brookwood Holdings MS, L.L.C.	Self Storage	40,000,000	6/29/2017	0	0
	6.01	 	6.01	 	Balis Self Storage	 	Self Storage	 	 	 	 
	6.02	 	6.02	 	Feu Follet Self Storage	 	Self Storage	 	 	 	 
	6.03	 	6.03	 	Belle Chasse Self Storage	 	Self Storage	 	 	 	 
	6.04	 	6.04	 	Oak Villa Self Storage	 	Self Storage	 	 	 	 
	6.05	 	6.05	 	Harding Self Storage	 	Self Storage	 	 	 	 
	6.06	 	6.06	 	Florida Boulevard Self Storage	 	Self Storage	 	 	 	 
	6.07	 	6.07	 	Industriplex Self Storage	 	Self Storage	 	 	 	 
	6.08	 	6.08	 	Ambassador Self Storage	 	Self Storage	 	 	 	 
	6.09	 	6.09	 	Interline Self Storage	 	Self Storage	 	 	 	 
	6.1	 	6.1	 	Flowood Self Storage	 	Self Storage	 	 	 	 
	6.11	 	6.11	 	Pearl Self Storage	 	Self Storage	 	 	 	 
	6.12	 	6.12	 	Airway Self Storage	 	Self Storage	 	 	 	 
	6.13	 	6.13	 	Highway 18 Self Storage	 	Self Storage	 	 	 	 
	7	 	7	GACC	Midlink Business Park	Midlink Business Park, LLC	Industrial	37,250,000	6/14/2017	360	359
	8	 	8	GACC	Residence Inn Long Beach	Portside Partners Holdco, LLC	Hospitality	34,000,000	6/9/2017	360	359
	9	 	9	CREFI	Embassy Suites Anaheim Orange	400 Anaheim, LLC	Hospitality	33,000,000	5/9/2017	360	360
	10	 	10	CREFI	501 Riverside Avenue	Riverside Avenue Partners, Ltd.	Office	32,000,000	6/30/2017	360	360
	11	(6)	11	CREFI	IGT Reno	AGNL Slots, L.L.C.	Mixed Use	30,000,000	7/3/2017	360	360
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	Brookwood Holdings LA, L.L.C. and Brookwood Holdings MS, L.L.C.	Self Storage	21,500,000	6/29/2017	0	0
	12.01	 	12.01	 	Double Creek Self Storage	 	Self Storage	 	 	 	 
	12.02	 	12.02	 	Rolling Oaks Self Storage	 	Self Storage	 	 	 	 
	12.03	 	12.03	 	Leander Self Storage	 	Self Storage	 	 	 	 
	12.04	 	12.04	 	Ingram Park Self Storage	 	Self Storage	 	 	 	 
	13	 	13	CREFI	Town Square Plaza	Town Square Partners LLC	Retail	21,450,000	5/30/2017	360	360
	14	 	14	CREFI	7 East 96th Street	7E Holdings LLC	Office	20,000,000	6/27/2017	0	0
	15	 	15	CREFI	Residence Inn Columbus Easton	Columbus Easton Hotel II LLC	Hospitality	20,000,000	5/1/2017	360	357
	16	 	16	GACC	Pack Square	Pack Square Property, LLC	Mixed Use	19,850,000	5/26/2017	360	360
	17	(7)	17	GACC	Gurnee Mills	Mall at Gurnee Mills, LLC	Retail	20,000,000	9/27/2016	360	350
	18	 	18	CREFI	Brookriver Executive Center	Asheville Holdings, LLC, Asheville Brookriver, LLC and Trisib Brookriver, LLC	Office	19,575,000	6/23/2017	360	360
	19	 	19	GACC	444 Spear	444 Spear, LLC	Office	17,000,000	6/22/2017	0	0
	20	 	20	GACC	5 Points Center	Beach Center Partners, LLC; Mickel 5 Points Holdings, LLC	Retail	15,500,000	6/7/2017	360	360
	21	 	21	CREFI	Doraville Plaza	Doraville Plaza Investors, LLC; JRS Doraville, LLC and JBK Doraville, LLC	Retail	14,500,000	5/11/2017	360	360
	22	 	22	CREFI	FedEx Freight Zion	Zion Ninth Street, LLC	Industrial	13,500,000	6/27/2017	360	359
	23	 	23	GACC	Best Western Plus Marina Gateway	IWF Marina Gateway Hotel, LLC	Hospitality	13,400,000	6/30/2017	360	360
	24	 	24	GACC	Forum at the Soncy	Amarillo FAS 2016, LLC	Retail	13,250,000	5/18/2017	360	360
	25	 	25	GACC	Presidio Office	Presidio Internet Center, LLC	Office	13,000,000	6/6/2017	0	0
	26	 	26	GACC	Elston & Webster Building	Elston Webster Delaware, LLC	Mixed Use	13,000,000	6/7/2017	240	239
	27	 	27	CREFI	Berkshire Square Apartments	BKS 354, LLC	Multifamily	12,450,000	6/9/2017	360	360
	28	 	28	GACC	Pinole Ridge 	Pinole Ridge Mall, LLC	Retail	12,425,000	6/19/2017	360	360
	29	 	29	CREFI	1322 3rd Street Promenade	SF Partners LLC	Retail	12,000,000	5/30/2017	106	104
	30	 	30	CGMRC	3925 Brookside Parkway	3925 Brookside Parkway LLC	Office	11,350,000	2/24/2017	300	300
	31	 	31	GACC	1150 65th Street	65th Street Development Company, LLC	Industrial	11,000,000	6/28/2017	0	0
	32	 	32	GACC	Market Creek Plaza	Market Creek Plaza, LLC	Retail	11,000,000	6/2/2017	360	360
	33	 	33	CREFI	Boatyard Shopping Center	The Boatyard Associates and The Boatyard Associates Phase II	Retail	9,750,000	5/31/2017	360	360
	34	 	34	GACC	Good Samaritan Medical Center	GS Medical Plaza, LLC	Office	8,500,000	5/12/2017	360	360
	35	 	35	GACC	Shops at the Canyons	Shops at the Canyons, LLC	Retail	8,250,000	6/9/2017	360	360
	36	 	36	CREFI	Summertree Apartments	Shreveport Loop LP	Multifamily	7,850,000	6/1/2017	360	358
	37	 	37	CREFI	Rita Ranch I	Rita Ranch 1 LLC	Retail	7,400,000	5/12/2017	360	358
	38	 	38	CREFI	Fort Knox Self Storage	CLC WSNC I, LLC	Self Storage	6,100,000	6/8/2017	360	360
	39	 	39	CREFI	1566 Third Avenue	Thor 1566 Third Avenue LLC	Mixed Use	6,000,000	5/25/2017	0	0
	40	 	40	CREFI	Fresenius Medical Center Evergreen	Net3 (Evergreen Park II), LLC	Office	5,900,000	7/5/2017	360	360
	41	 	41	CREFI	Mission Plaza	Santee-Mission Plaza LLC	Retail	5,840,000	5/24/2017	360	360
	42	 	42	GACC	Hampton Inn Greenwood	Heidi Enterprise Inc.	Hospitality	5,500,000	6/9/2017	180	179
	43	 	43	CREFI	Great Oaks Apartments	Lufkin Great Oaks Apartments, LLC	Multifamily	5,400,000	5/11/2017	0	0
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	REI Rentas Holdings, LLC	Retail	5,250,000	6/29/2017	360	360
	44.01	 	44.01	 	Grapevine Legacy Bank	 	Retail	 	 	 	 
	44.02	 	44.02	 	Nacogdoches Retail	 	Retail	 	 	 	 
	44.03	 	44.03	 	Chicago Mattress Firm	 	Retail	 	 	 	 
	44.04	 	44.04	 	Irving Sonic	 	Retail	 	 	 	 
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	CLC HarveyLA I, LLC and CLC YorkPA I, LLC	Self Storage	4,025,000	5/18/2017	360	360
	45.01	 	45.01	 	Central Self Storage	 	Self Storage	 	 	 	 
	45.02	 	45.02	 	Around the Clock Storage	 	Self Storage	 	 	 	 
	46	 	46	CREFI	Mt. Repose Self Storage	Mt. Repose Self Storage, Ltd.	Self Storage	3,000,000	5/23/2017	0	0
	47	 	47	GACC	Walgreens Market Creek	Northwest Village Parcel 1, LLC	Retail	2,000,000	6/15/2017	360	359
	48	 	48	CREFI	Fresenius Medical Center Mora	Net3 (Mora), LLC	Office	1,870,000	5/12/2017	324	322



 



     


     


    

 


	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Control	 	Loan	Mortgage 	 	 	Letter of 	Upfront RE  	Ongoing RE 	Upfront	Ongoing
	Number	Footnotes	Number	Loan Seller	Property Name	Carve-out Guarantor	Credit	Tax Reserve ($)	Tax Reserve ($)	 Insurance Reserve ($)	 Insurance Reserve ($)
	1	(1)	1	CGMRC, GACC	General Motors Building	NAP	No	0	0	0	0
	2	(2)	2	GACC	Olympic Tower	OPG Investment Holdings (US), LLC; Crown Retail Services LLC; Centurian Management Corporation; Crown 600 Broadway LLC	No	0	0	298,431	0
	3	 	3	GACC	AHIP Northeast Portfolio IV	American Hotel Income Properties REIT Inc.	No	525,599	75,768	0	0
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	 	 	 	 	 	 
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	 	 	 	 	 	 
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	 	 	 	 	 	 
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	 	 	 	 	 	 
	4	(3)	4	GACC	245 Park Avenue	181 West Madison Holding LLC	No	0	3,878,518	227,000	113,500
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	SCG Hotel Investors Holdings, L.P.	No	0	0	0	0
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	 	 	 	 	 	 
	5.02	 	5.02	 	Larkspur Landing Milpitas	 	 	 	 	 	 
	5.03	 	5.03	 	Larkspur Landing Campbell	 	 	 	 	 	 
	5.04	 	5.04	 	Larkspur Landing San Francisco	 	 	 	 	 	 
	5.05	 	5.05	 	Larkspur Landing Pleasanton	 	 	 	 	 	 
	5.06	 	5.06	 	Larkspur Landing Bellevue	 	 	 	 	 	 
	5.07	 	5.07	 	Larkspur Landing Sacramento	 	 	 	 	 	 
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	 	 	 	 	 	 
	5.09	 	5.09	 	Larkspur Landing Hillsboro	 	 	 	 	 	 
	5.1	 	5.1	 	Larkspur Landing Renton	 	 	 	 	 	 
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 
	5.12	 	5.12	 	Residence Inn Toledo Maumee	 	 	 	 	 	 
	5.13	 	5.13	 	Residence Inn Williamsburg	 	 	 	 	 	 
	5.14	 	5.14	 	Hampton Inn Suites Waco South	 	 	 	 	 	 
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	 	 	 	 	 	 
	5.16	 	5.16	 	Courtyard Tyler	 	 	 	 	 	 
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	 	 	 	 	 	 
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	 	 	 	 	 	 
	5.19	 	5.19	 	Residence Inn Grand Rapids West	 	 	 	 	 	 
	5.2	 	5.2	 	Peoria, AZ Residence Inn	 	 	 	 	 	 
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	 	 	 	 	 	 
	5.22	 	5.22	 	Courtyard Chico	 	 	 	 	 	 
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	 	 	 	 	 	 
	5.24	 	5.24	 	Hampton Inn Suites South Bend	 	 	 	 	 	 
	5.25	 	5.25	 	Courtyard Wichita Falls	 	 	 	 	 	 
	5.26	 	5.26	 	Hampton Inn Morehead	 	 	 	 	 	 
	5.27	 	5.27	 	Residence Inn Chico	 	 	 	 	 	 
	5.28	 	5.28	 	Courtyard Lufkin	 	 	 	 	 	 
	5.29	 	5.29	 	Hampton Inn Carlisle	 	 	 	 	 	 
	5.3	 	5.3	 	Springhill Suites Williamsburg	 	 	 	 	 	 
	5.31	 	5.31	 	Fairfield Inn Bloomington	 	 	 	 	 	 
	5.32	 	5.32	 	Waco Residence Inn	 	 	 	 	 	 
	5.33	 	5.33	 	Holiday Inn Express Fishers	 	 	 	 	 	 
	5.34	 	5.34	 	Larkspur Landing Folsom	 	 	 	 	 	 
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	 	 	 	 	 	 
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	 	 	 	 	 	 
	5.37	 	5.37	 	Toledo Homewood Suites	 	 	 	 	 	 
	5.38	 	5.38	 	Grand Rapids Homewood Suites	 	 	 	 	 	 
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	 	 	 	 	 	 
	5.4	 	5.4	 	Fairfield Inn Laurel	 	 	 	 	 	 
	5.41	 	5.41	 	Courtyard Akron Stow	 	 	 	 	 	 
	5.42	 	5.42	 	Larkspur Landing Roseville	 	 	 	 	 	 
	5.43	 	5.43	 	Towneplace Suites Bloomington	 	 	 	 	 	 
	5.44	 	5.44	 	Hampton Inn Danville	 	 	 	 	 	 
	5.45	 	5.45	 	Holiday Inn Norwich	 	 	 	 	 	 
	5.46	 	5.46	 	Hampton Inn Suites Longview North	 	 	 	 	 	 
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	 	 	 	 	 	 
	5.48	 	5.48	 	Hampton Inn Suites Buda	 	 	 	 	 	 
	5.49	 	5.49	 	Shawnee Hampton Inn	 	 	 	 	 	 
	5.5	 	5.5	 	Racine Fairfield Inn	 	 	 	 	 	 
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	 	 	 	 	 	 
	5.53	 	5.53	 	Westchase Homewood Suites	 	 	 	 	 	 
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	 	 	 	 	 	 
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	 	 	 	 	 	 
	5.56	 	5.56	 	Hampton Inn Sweetwater	 	 	 	 	 	 
	5.57	 	5.57	 	Comfort Suites Buda Austin South	 	 	 	 	 	 
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	 	 	 	 	 	 
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	 	 	 	 	 	 
	5.6	 	5.6	 	Comfort Inn & Suites Paris	 	 	 	 	 	 
	5.61	 	5.61	 	Hampton Inn Suites Decatur	 	 	 	 	 	 
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	 	 	 	 	 	 
	5.63	 	5.63	 	Mankato Fairfield Inn	 	 	 	 	 	 
	5.64	 	5.64	 	Candlewood Suites Texarkana	 	 	 	 	 	 
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	Brookwood Properties, L.L.C.	No	264,376	44,063	0	0
	6.01	 	6.01	 	Balis Self Storage	 	 	 	 	 	 
	6.02	 	6.02	 	Feu Follet Self Storage	 	 	 	 	 	 
	6.03	 	6.03	 	Belle Chasse Self Storage	 	 	 	 	 	 
	6.04	 	6.04	 	Oak Villa Self Storage	 	 	 	 	 	 
	6.05	 	6.05	 	Harding Self Storage	 	 	 	 	 	 
	6.06	 	6.06	 	Florida Boulevard Self Storage	 	 	 	 	 	 
	6.07	 	6.07	 	Industriplex Self Storage	 	 	 	 	 	 
	6.08	 	6.08	 	Ambassador Self Storage	 	 	 	 	 	 
	6.09	 	6.09	 	Interline Self Storage	 	 	 	 	 	 
	6.1	 	6.1	 	Flowood Self Storage	 	 	 	 	 	 
	6.11	 	6.11	 	Pearl Self Storage	 	 	 	 	 	 
	6.12	 	6.12	 	Airway Self Storage	 	 	 	 	 	 
	6.13	 	6.13	 	Highway 18 Self Storage	 	 	 	 	 	 
	7	 	7	GACC	Midlink Business Park	Hackman Capital Partners, LLC; Michael D. Hackman	No	140,109	18,652	0	0
	8	 	8	GACC	Residence Inn Long Beach	Ensemble Investments, LLC 	No	0	0	0	0
	9	 	9	CREFI	Embassy Suites Anaheim Orange	National Hotel Investor LLC	Yes	155,326	51,775	0	0
	10	 	10	CREFI	501 Riverside Avenue	Marvin C. Harden, III	No	384,402	42,711	31,401	10,467
	11	(6)	11	CREFI	IGT Reno	AG Net Lease III Corp. and AG Net Lease III (SO) Corp.	No	0	0	0	0
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	Brookwood Properties, L.L.C.	No	493,963	82,327	0	0
	12.01	 	12.01	 	Double Creek Self Storage	 	 	 	 	 	 
	12.02	 	12.02	 	Rolling Oaks Self Storage	 	 	 	 	 	 
	12.03	 	12.03	 	Leander Self Storage	 	 	 	 	 	 
	12.04	 	12.04	 	Ingram Park Self Storage	 	 	 	 	 	 
	13	 	13	CREFI	Town Square Plaza	Marc Jacobowitz and Yerachmeal Jacobson	No	0	47,352	4,910	2,455
	14	 	14	CREFI	7 East 96th Street	Edmond M. Safra	No	18,047	18,047	10,789	981
	15	 	15	CREFI	Residence Inn Columbus Easton	Morton L. Olshan	No	25,319	25,319	0	0
	16	 	16	GACC	Pack Square	James Carr; Codina Property Holdings, LLC; K. Lawrence Gragg; Blake R. Berg; Mark C. Ibanez	No	96,110	16,018	8,095	4,047
	17	(7)	17	GACC	Gurnee Mills	Simon Property Group, L.P.	No	0	0	0	0
	18	 	18	CREFI	Brookriver Executive Center	Chanina Nachman David Reischer	No	221,849	20,168	0	0
	19	 	19	GACC	444 Spear	Felicia Woytak; Steven Rasmussen	No	0	0	0	0
	20	 	20	GACC	5 Points Center	Diversified Partners, Inc.; The Linda Marie Mickel Trust u/d/t Dated September 29, 1992, As Amended	No	110,106	18,351	0	0
	21	 	21	CREFI	Doraville Plaza	Jeffrey B. Kerker and Jan R. Saperstein	No	166,667	20,833	0	0
	22	 	22	CREFI	FedEx Freight Zion	Jeffrey  L. Schmier	No	0	0	0	0
	23	 	23	GACC	Best Western Plus Marina Gateway	Invest West Financial Corporation; John J. Sanders	No	110,256	18,376	0	0
	24	 	24	GACC	Forum at the Soncy	Gary Randall Andrews	No	56,656	11,331	0	0
	25	 	25	GACC	Presidio Office	John Clawson	No	0	0	32,898	2,742
	26	 	26	GACC	Elston & Webster Building	John Figlioli; Jay Goltz	No	187,266	29,260	0	0
	27	 	27	CREFI	Berkshire Square Apartments	Shawn Stafford	No	29,125	8,108	14,710	7,355
	28	 	28	GACC	Pinole Ridge 	Raymond Wong	No	64,105	16,026	1,245	1,245
	29	 	29	CREFI	1322 3rd Street Promenade	Isaac Shalom	No	19,357	3,226	38,260	4,251
	30	 	30	CGMRC	3925 Brookside Parkway	AmTrust Financial Services, Inc.	No	64,909	12,982	0	0
	31	 	31	GACC	1150 65th Street	Felicia Woytak; Steven Rasmussen	No	0	0	0	0
	32	 	32	GACC	Market Creek Plaza	Jacobs Center for Neighborhood Innovation	No	39,278	13,093	16,771	2,795
	33	 	33	CREFI	Boatyard Shopping Center	William E. Patton and Mary R. Swann	No	39,102	9,775	0	1,868
	34	 	34	GACC	Good Samaritan Medical Center	Raymond Wong	No	35,721	11,907	1,698	849
	35	 	35	GACC	Shops at the Canyons	Emilio Nicolas, Jr.	No	40,711	20,355	7,732	1,933
	36	 	36	CREFI	Summertree Apartments	Joseph P. Sullivan, Martin J. Ford and Stephen M. Stewart	No	54,387	6,798	24,764	4,953
	37	 	37	CREFI	Rita Ranch I	CNA Enterprises, Inc.	No	38,314	12,771	0	522
	38	 	38	CREFI	Fort Knox Self Storage	Alex Meshechok and Richard Schontz	No	39,787	3,617	0	0
	39	 	39	CREFI	1566 Third Avenue	Joseph J. Sitt	No	7,297	7,297	0	0
	40	 	40	CREFI	Fresenius Medical Center Evergreen	The David E. Cunningham Trust dated June 2, 1998 and David E. Cunningham	No	10,434	3,478	0	0
	41	 	41	CREFI	Mission Plaza	Shahriar Pourteymour and Shahriar and Maria T. Pourteymour, as Trustees of the Pourteymour Family Trust Dated March 1, 2007	No	10,159	3,386	3,151	350
	42	 	42	GACC	Hampton Inn Greenwood	Ricky S. Patel (a/k/a Ramesh S. Patel)	No	47,321	6,760	0	0
	43	 	43	CREFI	Great Oaks Apartments	Randy L. Filasek and Herman M. Savoie, Jr.	No	35,575	5,929	10,591	2,648
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	Pablo Lupinacci and Federico Grillo	No	33,166	4,756	0	0
	44.01	 	44.01	 	Grapevine Legacy Bank	 	 	 	 	 	 
	44.02	 	44.02	 	Nacogdoches Retail	 	 	 	 	 	 
	44.03	 	44.03	 	Chicago Mattress Firm	 	 	 	 	 	 
	44.04	 	44.04	 	Irving Sonic	 	 	 	 	 	 
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	Alex Meshechok and Richard Schontz	No	28,531	4,755	1,886	943
	45.01	 	45.01	 	Central Self Storage	 	 	 	 	 	 
	45.02	 	45.02	 	Around the Clock Storage	 	 	 	 	 	 
	46	 	46	CREFI	Mt. Repose Self Storage	Robert J. Krumdieck	No	5,845	5,845	7,526	1,075
	47	 	47	GACC	Walgreens Market Creek	Jacobs Center for Neighborhood Innovation	No	0	0	0	0
	48	 	48	CREFI	Fresenius Medical Center Mora	The David E. Cunningham Trust dated June 2, 1998 and David E. Cunningham	No	0	0	0	0



 



     


     


    

 


	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Control	 	Loan	Mortgage 	 	Upfront	Ongoing	Replacement 	Upfront	Ongoing	 
	Number	Footnotes	Number	Loan Seller	Property Name	Replacement Reserve ($)	Replacement Reserve ($)	Reserve Caps ($)	TI/LC Reserve ($)	TI/LC Reserve ($)	TI/LC Caps ($)
	1	(1)	1	CGMRC, GACC	General Motors Building	0	0	0	0	0	0
	2	(2)	2	GACC	Olympic Tower	25,989,597	0	0	21,357,936	0	0
	3	 	3	GACC	AHIP Northeast Portfolio IV	0	0	0	0	0	0
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	 	 	 	 	 	 
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	 	 	 	 	 	 
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	 	 	 	 	 	 
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	 	 	 	 	 	 
	4	(3)	4	GACC	245 Park Avenue	47,738	47,738	0	0	0	0
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	0	727,736	0	0	0	0
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	 	 	 	 	 	 
	5.02	 	5.02	 	Larkspur Landing Milpitas	 	 	 	 	 	 
	5.03	 	5.03	 	Larkspur Landing Campbell	 	 	 	 	 	 
	5.04	 	5.04	 	Larkspur Landing San Francisco	 	 	 	 	 	 
	5.05	 	5.05	 	Larkspur Landing Pleasanton	 	 	 	 	 	 
	5.06	 	5.06	 	Larkspur Landing Bellevue	 	 	 	 	 	 
	5.07	 	5.07	 	Larkspur Landing Sacramento	 	 	 	 	 	 
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	 	 	 	 	 	 
	5.09	 	5.09	 	Larkspur Landing Hillsboro	 	 	 	 	 	 
	5.1	 	5.1	 	Larkspur Landing Renton	 	 	 	 	 	 
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 
	5.12	 	5.12	 	Residence Inn Toledo Maumee	 	 	 	 	 	 
	5.13	 	5.13	 	Residence Inn Williamsburg	 	 	 	 	 	 
	5.14	 	5.14	 	Hampton Inn Suites Waco South	 	 	 	 	 	 
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	 	 	 	 	 	 
	5.16	 	5.16	 	Courtyard Tyler	 	 	 	 	 	 
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	 	 	 	 	 	 
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	 	 	 	 	 	 
	5.19	 	5.19	 	Residence Inn Grand Rapids West	 	 	 	 	 	 
	5.2	 	5.2	 	Peoria, AZ Residence Inn	 	 	 	 	 	 
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	 	 	 	 	 	 
	5.22	 	5.22	 	Courtyard Chico	 	 	 	 	 	 
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	 	 	 	 	 	 
	5.24	 	5.24	 	Hampton Inn Suites South Bend	 	 	 	 	 	 
	5.25	 	5.25	 	Courtyard Wichita Falls	 	 	 	 	 	 
	5.26	 	5.26	 	Hampton Inn Morehead	 	 	 	 	 	 
	5.27	 	5.27	 	Residence Inn Chico	 	 	 	 	 	 
	5.28	 	5.28	 	Courtyard Lufkin	 	 	 	 	 	 
	5.29	 	5.29	 	Hampton Inn Carlisle	 	 	 	 	 	 
	5.3	 	5.3	 	Springhill Suites Williamsburg	 	 	 	 	 	 
	5.31	 	5.31	 	Fairfield Inn Bloomington	 	 	 	 	 	 
	5.32	 	5.32	 	Waco Residence Inn	 	 	 	 	 	 
	5.33	 	5.33	 	Holiday Inn Express Fishers	 	 	 	 	 	 
	5.34	 	5.34	 	Larkspur Landing Folsom	 	 	 	 	 	 
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	 	 	 	 	 	 
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	 	 	 	 	 	 
	5.37	 	5.37	 	Toledo Homewood Suites	 	 	 	 	 	 
	5.38	 	5.38	 	Grand Rapids Homewood Suites	 	 	 	 	 	 
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	 	 	 	 	 	 
	5.4	 	5.4	 	Fairfield Inn Laurel	 	 	 	 	 	 
	5.41	 	5.41	 	Courtyard Akron Stow	 	 	 	 	 	 
	5.42	 	5.42	 	Larkspur Landing Roseville	 	 	 	 	 	 
	5.43	 	5.43	 	Towneplace Suites Bloomington	 	 	 	 	 	 
	5.44	 	5.44	 	Hampton Inn Danville	 	 	 	 	 	 
	5.45	 	5.45	 	Holiday Inn Norwich	 	 	 	 	 	 
	5.46	 	5.46	 	Hampton Inn Suites Longview North	 	 	 	 	 	 
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	 	 	 	 	 	 
	5.48	 	5.48	 	Hampton Inn Suites Buda	 	 	 	 	 	 
	5.49	 	5.49	 	Shawnee Hampton Inn	 	 	 	 	 	 
	5.5	 	5.5	 	Racine Fairfield Inn	 	 	 	 	 	 
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	 	 	 	 	 	 
	5.53	 	5.53	 	Westchase Homewood Suites	 	 	 	 	 	 
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	 	 	 	 	 	 
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	 	 	 	 	 	 
	5.56	 	5.56	 	Hampton Inn Sweetwater	 	 	 	 	 	 
	5.57	 	5.57	 	Comfort Suites Buda Austin South	 	 	 	 	 	 
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	 	 	 	 	 	 
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	 	 	 	 	 	 
	5.6	 	5.6	 	Comfort Inn & Suites Paris	 	 	 	 	 	 
	5.61	 	5.61	 	Hampton Inn Suites Decatur	 	 	 	 	 	 
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	 	 	 	 	 	 
	5.63	 	5.63	 	Mankato Fairfield Inn	 	 	 	 	 	 
	5.64	 	5.64	 	Candlewood Suites Texarkana	 	 	 	 	 	 
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	0	0	400,788	0	0	0
	6.01	 	6.01	 	Balis Self Storage	 	 	 	 	 	 
	6.02	 	6.02	 	Feu Follet Self Storage	 	 	 	 	 	 
	6.03	 	6.03	 	Belle Chasse Self Storage	 	 	 	 	 	 
	6.04	 	6.04	 	Oak Villa Self Storage	 	 	 	 	 	 
	6.05	 	6.05	 	Harding Self Storage	 	 	 	 	 	 
	6.06	 	6.06	 	Florida Boulevard Self Storage	 	 	 	 	 	 
	6.07	 	6.07	 	Industriplex Self Storage	 	 	 	 	 	 
	6.08	 	6.08	 	Ambassador Self Storage	 	 	 	 	 	 
	6.09	 	6.09	 	Interline Self Storage	 	 	 	 	 	 
	6.1	 	6.1	 	Flowood Self Storage	 	 	 	 	 	 
	6.11	 	6.11	 	Pearl Self Storage	 	 	 	 	 	 
	6.12	 	6.12	 	Airway Self Storage	 	 	 	 	 	 
	6.13	 	6.13	 	Highway 18 Self Storage	 	 	 	 	 	 
	7	 	7	GACC	Midlink Business Park	0	14,058	337,402	461,530	25,264	700,000
	8	 	8	GACC	Residence Inn Long Beach	0	0	0	0	0	0
	9	 	9	CREFI	Embassy Suites Anaheim Orange	0	45,196	0	0	0	0
	10	 	10	CREFI	501 Riverside Avenue	0	3,329	120,000	0	19,972	718,843
	11	(6)	11	CREFI	IGT Reno	0	0	0	0	0	0
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	0	0	102,639	0	0	0
	12.01	 	12.01	 	Double Creek Self Storage	 	 	 	 	 	 
	12.02	 	12.02	 	Rolling Oaks Self Storage	 	 	 	 	 	 
	12.03	 	12.03	 	Leander Self Storage	 	 	 	 	 	 
	12.04	 	12.04	 	Ingram Park Self Storage	 	 	 	 	 	 
	13	 	13	CREFI	Town Square Plaza	0	2,751	0	250,000	0	250,000
	14	 	14	CREFI	7 East 96th Street	0	816	0	0	0	0
	15	 	15	CREFI	Residence Inn Columbus Easton	0	0	0	0	0	0
	16	 	16	GACC	Pack Square	0	2,274	81,850	250,000	11,667	500,000
	17	(7)	17	GACC	Gurnee Mills	0	0	0	0	0	0
	18	 	18	CREFI	Brookriver Executive Center	0	5,249	0	0	9,184	0
	19	 	19	GACC	444 Spear	0	0	0	0	0	0
	20	 	20	GACC	5 Points Center	0	772	27,789	92,400	4,213	151,657
	21	 	21	CREFI	Doraville Plaza	85,000	0	85,000	300,000	0	300,000
	22	 	22	CREFI	FedEx Freight Zion	0	547	0	0	2,737	0
	23	 	23	GACC	Best Western Plus Marina Gateway	0	20,028	0	0	0	0
	24	 	24	GACC	Forum at the Soncy	0	1,082	38,948	1,000,000	0	500,000
	25	 	25	GACC	Presidio Office	0	964	23,142	200,000	7,232	260,352
	26	 	26	GACC	Elston & Webster Building	0	1,751	63,045	0	6,421	231,165
	27	 	27	CREFI	Berkshire Square Apartments	1,128,000	7,375	0	0	0	0
	28	 	28	GACC	Pinole Ridge 	0	701	16,829	0	7,363	177,000
	29	 	29	CREFI	1322 3rd Street Promenade	0	363	0	0	0	0
	30	 	30	CGMRC	3925 Brookside Parkway	0	3,182	0	0	0	0
	31	 	31	GACC	1150 65th Street	0	0	0	0	0	0
	32	 	32	GACC	Market Creek Plaza	0	1,300	0	0	3,251	200,000
	33	 	33	CREFI	Boatyard Shopping Center	140,000	1,294	0	0	8,625	200,000
	34	 	34	GACC	Good Samaritan Medical Center	0	823	19,741	459,250	0	172,000
	35	 	35	GACC	Shops at the Canyons	0	681	24,515	351,646	0	150,000
	36	 	36	CREFI	Summertree Apartments	0	4,781	0	0	0	0
	37	 	37	CREFI	Rita Ranch I	0	785	0	110,000	2,637	325,000
	38	 	38	CREFI	Fort Knox Self Storage	0	571	0	0	0	0
	39	 	39	CREFI	1566 Third Avenue	0	205	0	0	0	0
	40	 	40	CREFI	Fresenius Medical Center Evergreen	0	217	7,825	0	0	0
	41	 	41	CREFI	Mission Plaza	80,000	0	80,000	0	1,658	100,000
	42	 	42	GACC	Hampton Inn Greenwood	0	7,443	0	0	0	0
	43	 	43	CREFI	Great Oaks Apartments	0	3,333	80,000	0	0	0
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	0	352	30,000	0	1,172	40,000
	44.01	 	44.01	 	Grapevine Legacy Bank	 	 	 	 	 	 
	44.02	 	44.02	 	Nacogdoches Retail	 	 	 	 	 	 
	44.03	 	44.03	 	Chicago Mattress Firm	 	 	 	 	 	 
	44.04	 	44.04	 	Irving Sonic	 	 	 	 	 	 
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	0	1,526	0	0	0	0
	45.01	 	45.01	 	Central Self Storage	 	 	 	 	 	 
	45.02	 	45.02	 	Around the Clock Storage	 	 	 	 	 	 
	46	 	46	CREFI	Mt. Repose Self Storage	0	0	0	0	0	0
	47	 	47	GACC	Walgreens Market Creek	0	0	0	0	0	0
	48	 	48	CREFI	Fresenius Medical Center Mora	0	75	2,700	0	0	0



 



     


     


    

 


	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Control	 	Loan	Mortgage 	 	Upfront Debt	Ongoing Debt  	Upfront Deferred	Ongoing Deferred	Upfront	Ongoing
	Number	Footnotes	Number	Loan Seller	Property Name	Service Reserve ($)	Service Reserve ($)	 Maintenance Reserve ($)	 Maintenance Reserve ($)	Environmental Reserve ($)	Environmental Reserve ($)
	1	(1)	1	CGMRC, GACC	General Motors Building	0	0	0	0	0	0
	2	(2)	2	GACC	Olympic Tower	0	0	0	0	0	0
	3	 	3	GACC	AHIP Northeast Portfolio IV	0	0	12,600	0	0	0
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	 	 	 	 	 	 
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	 	 	 	 	 	 
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	 	 	 	 	 	 
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	 	 	 	 	 	 
	4	(3)	4	GACC	245 Park Avenue	0	0	0	0	0	0
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	0	0	0	0	0	0
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	 	 	 	 	 	 
	5.02	 	5.02	 	Larkspur Landing Milpitas	 	 	 	 	 	 
	5.03	 	5.03	 	Larkspur Landing Campbell	 	 	 	 	 	 
	5.04	 	5.04	 	Larkspur Landing San Francisco	 	 	 	 	 	 
	5.05	 	5.05	 	Larkspur Landing Pleasanton	 	 	 	 	 	 
	5.06	 	5.06	 	Larkspur Landing Bellevue	 	 	 	 	 	 
	5.07	 	5.07	 	Larkspur Landing Sacramento	 	 	 	 	 	 
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	 	 	 	 	 	 
	5.09	 	5.09	 	Larkspur Landing Hillsboro	 	 	 	 	 	 
	5.1	 	5.1	 	Larkspur Landing Renton	 	 	 	 	 	 
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 
	5.12	 	5.12	 	Residence Inn Toledo Maumee	 	 	 	 	 	 
	5.13	 	5.13	 	Residence Inn Williamsburg	 	 	 	 	 	 
	5.14	 	5.14	 	Hampton Inn Suites Waco South	 	 	 	 	 	 
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	 	 	 	 	 	 
	5.16	 	5.16	 	Courtyard Tyler	 	 	 	 	 	 
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	 	 	 	 	 	 
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	 	 	 	 	 	 
	5.19	 	5.19	 	Residence Inn Grand Rapids West	 	 	 	 	 	 
	5.2	 	5.2	 	Peoria, AZ Residence Inn	 	 	 	 	 	 
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	 	 	 	 	 	 
	5.22	 	5.22	 	Courtyard Chico	 	 	 	 	 	 
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	 	 	 	 	 	 
	5.24	 	5.24	 	Hampton Inn Suites South Bend	 	 	 	 	 	 
	5.25	 	5.25	 	Courtyard Wichita Falls	 	 	 	 	 	 
	5.26	 	5.26	 	Hampton Inn Morehead	 	 	 	 	 	 
	5.27	 	5.27	 	Residence Inn Chico	 	 	 	 	 	 
	5.28	 	5.28	 	Courtyard Lufkin	 	 	 	 	 	 
	5.29	 	5.29	 	Hampton Inn Carlisle	 	 	 	 	 	 
	5.3	 	5.3	 	Springhill Suites Williamsburg	 	 	 	 	 	 
	5.31	 	5.31	 	Fairfield Inn Bloomington	 	 	 	 	 	 
	5.32	 	5.32	 	Waco Residence Inn	 	 	 	 	 	 
	5.33	 	5.33	 	Holiday Inn Express Fishers	 	 	 	 	 	 
	5.34	 	5.34	 	Larkspur Landing Folsom	 	 	 	 	 	 
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	 	 	 	 	 	 
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	 	 	 	 	 	 
	5.37	 	5.37	 	Toledo Homewood Suites	 	 	 	 	 	 
	5.38	 	5.38	 	Grand Rapids Homewood Suites	 	 	 	 	 	 
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	 	 	 	 	 	 
	5.4	 	5.4	 	Fairfield Inn Laurel	 	 	 	 	 	 
	5.41	 	5.41	 	Courtyard Akron Stow	 	 	 	 	 	 
	5.42	 	5.42	 	Larkspur Landing Roseville	 	 	 	 	 	 
	5.43	 	5.43	 	Towneplace Suites Bloomington	 	 	 	 	 	 
	5.44	 	5.44	 	Hampton Inn Danville	 	 	 	 	 	 
	5.45	 	5.45	 	Holiday Inn Norwich	 	 	 	 	 	 
	5.46	 	5.46	 	Hampton Inn Suites Longview North	 	 	 	 	 	 
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	 	 	 	 	 	 
	5.48	 	5.48	 	Hampton Inn Suites Buda	 	 	 	 	 	 
	5.49	 	5.49	 	Shawnee Hampton Inn	 	 	 	 	 	 
	5.5	 	5.5	 	Racine Fairfield Inn	 	 	 	 	 	 
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	 	 	 	 	 	 
	5.53	 	5.53	 	Westchase Homewood Suites	 	 	 	 	 	 
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	 	 	 	 	 	 
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	 	 	 	 	 	 
	5.56	 	5.56	 	Hampton Inn Sweetwater	 	 	 	 	 	 
	5.57	 	5.57	 	Comfort Suites Buda Austin South	 	 	 	 	 	 
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	 	 	 	 	 	 
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	 	 	 	 	 	 
	5.6	 	5.6	 	Comfort Inn & Suites Paris	 	 	 	 	 	 
	5.61	 	5.61	 	Hampton Inn Suites Decatur	 	 	 	 	 	 
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	 	 	 	 	 	 
	5.63	 	5.63	 	Mankato Fairfield Inn	 	 	 	 	 	 
	5.64	 	5.64	 	Candlewood Suites Texarkana	 	 	 	 	 	 
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	0	0	5,625	0	0	0
	6.01	 	6.01	 	Balis Self Storage	 	 	 	 	 	 
	6.02	 	6.02	 	Feu Follet Self Storage	 	 	 	 	 	 
	6.03	 	6.03	 	Belle Chasse Self Storage	 	 	 	 	 	 
	6.04	 	6.04	 	Oak Villa Self Storage	 	 	 	 	 	 
	6.05	 	6.05	 	Harding Self Storage	 	 	 	 	 	 
	6.06	 	6.06	 	Florida Boulevard Self Storage	 	 	 	 	 	 
	6.07	 	6.07	 	Industriplex Self Storage	 	 	 	 	 	 
	6.08	 	6.08	 	Ambassador Self Storage	 	 	 	 	 	 
	6.09	 	6.09	 	Interline Self Storage	 	 	 	 	 	 
	6.1	 	6.1	 	Flowood Self Storage	 	 	 	 	 	 
	6.11	 	6.11	 	Pearl Self Storage	 	 	 	 	 	 
	6.12	 	6.12	 	Airway Self Storage	 	 	 	 	 	 
	6.13	 	6.13	 	Highway 18 Self Storage	 	 	 	 	 	 
	7	 	7	GACC	Midlink Business Park	0	0	0	0	0	0
	8	 	8	GACC	Residence Inn Long Beach	0	0	0	0	0	0
	9	 	9	CREFI	Embassy Suites Anaheim Orange	0	0	0	0	0	0
	10	 	10	CREFI	501 Riverside Avenue	0	0	0	0	0	0
	11	(6)	11	CREFI	IGT Reno	0	0	0	0	0	0
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	0	0	2,500	0	0	0
	12.01	 	12.01	 	Double Creek Self Storage	 	 	 	 	 	 
	12.02	 	12.02	 	Rolling Oaks Self Storage	 	 	 	 	 	 
	12.03	 	12.03	 	Leander Self Storage	 	 	 	 	 	 
	12.04	 	12.04	 	Ingram Park Self Storage	 	 	 	 	 	 
	13	 	13	CREFI	Town Square Plaza	0	0	32,625	0	0	0
	14	 	14	CREFI	7 East 96th Street	0	0	0	0	0	0
	15	 	15	CREFI	Residence Inn Columbus Easton	0	0	0	0	0	0
	16	 	16	GACC	Pack Square	0	0	0	0	0	0
	17	(7)	17	GACC	Gurnee Mills	0	0	0	0	0	0
	18	 	18	CREFI	Brookriver Executive Center	0	0	0	0	0	0
	19	 	19	GACC	444 Spear	0	0	0	0	0	0
	20	 	20	GACC	5 Points Center	0	0	0	0	0	0
	21	 	21	CREFI	Doraville Plaza	0	0	50,000	0	0	0
	22	 	22	CREFI	FedEx Freight Zion	0	0	0	0	0	0
	23	 	23	GACC	Best Western Plus Marina Gateway	0	0	0	0	0	0
	24	 	24	GACC	Forum at the Soncy	0	0	0	0	0	0
	25	 	25	GACC	Presidio Office	0	0	0	0	0	0
	26	 	26	GACC	Elston & Webster Building	0	0	0	0	0	0
	27	 	27	CREFI	Berkshire Square Apartments	0	0	0	0	0	0
	28	 	28	GACC	Pinole Ridge 	0	0	0	0	0	0
	29	 	29	CREFI	1322 3rd Street Promenade	0	0	0	0	0	0
	30	 	30	CGMRC	3925 Brookside Parkway	0	0	9,143	0	0	0
	31	 	31	GACC	1150 65th Street	0	0	0	0	0	0
	32	 	32	GACC	Market Creek Plaza	0	0	8,125	0	0	0
	33	 	33	CREFI	Boatyard Shopping Center	0	0	32,625	0	0	0
	34	 	34	GACC	Good Samaritan Medical Center	0	0	14,375	0	0	0
	35	 	35	GACC	Shops at the Canyons	0	0	0	0	0	0
	36	 	36	CREFI	Summertree Apartments	0	0	79,006	0	0	0
	37	 	37	CREFI	Rita Ranch I	0	0	211,703	0	0	0
	38	 	38	CREFI	Fort Knox Self Storage	0	0	59,263	0	0	0
	39	 	39	CREFI	1566 Third Avenue	0	0	10,375	0	0	0
	40	 	40	CREFI	Fresenius Medical Center Evergreen	0	0	0	0	0	0
	41	 	41	CREFI	Mission Plaza	0	0	4,500	0	0	0
	42	 	42	GACC	Hampton Inn Greenwood	0	0	0	0	0	0
	43	 	43	CREFI	Great Oaks Apartments	0	0	0	0	0	0
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	0	0	16,188	0	0	0
	44.01	 	44.01	 	Grapevine Legacy Bank	 	 	 	 	 	 
	44.02	 	44.02	 	Nacogdoches Retail	 	 	 	 	 	 
	44.03	 	44.03	 	Chicago Mattress Firm	 	 	 	 	 	 
	44.04	 	44.04	 	Irving Sonic	 	 	 	 	 	 
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	0	0	62,755	0	0	0
	45.01	 	45.01	 	Central Self Storage	 	 	 	 	 	 
	45.02	 	45.02	 	Around the Clock Storage	 	 	 	 	 	 
	46	 	46	CREFI	Mt. Repose Self Storage	0	0	0	0	0	0
	47	 	47	GACC	Walgreens Market Creek	0	0	0	0	0	0
	48	 	48	CREFI	Fresenius Medical Center Mora	0	0	0	0	0	0



 



     


     


    

 


	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grace	Grace	 
	Control	 	Loan	Mortgage 	 	Upfront	Ongoing	Other Reserve	Period-	Period-	Environmental
	Number	Footnotes	Number	Loan Seller	Property Name	 Other Reserve ($)	 Other Reserve ($)	Description	Default	Late Fee	Insurance Required
	1	(1)	1	CGMRC, GACC	General Motors Building	0	0	 	2	2	No
	2	(2)	2	GACC	Olympic Tower	13,997,581	153,680	Free Rent Reserve (Upfront: 11,843,236); Ground Rent Reserve (Upfront: 2,154,345; Monthly: 153,680)	3	0	No
	3	 	3	GACC	AHIP Northeast Portfolio IV	2,864,145	0	PIP Reserve (Upfront: 2,864,145)	0	0	No
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	 	 	 	 	 	No
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	 	 	 	 	 	No
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	 	 	 	 	 	No
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	 	 	 	 	 	No
	4	(3)	4	GACC	245 Park Avenue	11,431,608	 	Outstanding Rollover (Upfront: $10,298,441), Free Rent Reserve (Upfront: $1,133,167)	0	0	No
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	12,268,991	 	Larkspur Landing Capital Work/FF&E Reserve (Upfront: 6,385,000); Capital Work Reserve (Upfront: 5,883,991)	0	0	Various
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	 	 	 	 	 	No
	5.02	 	5.02	 	Larkspur Landing Milpitas	 	 	 	 	 	No
	5.03	 	5.03	 	Larkspur Landing Campbell	 	 	 	 	 	No
	5.04	 	5.04	 	Larkspur Landing San Francisco	 	 	 	 	 	No
	5.05	 	5.05	 	Larkspur Landing Pleasanton	 	 	 	 	 	No
	5.06	 	5.06	 	Larkspur Landing Bellevue	 	 	 	 	 	No
	5.07	 	5.07	 	Larkspur Landing Sacramento	 	 	 	 	 	No
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	 	 	 	 	 	No
	5.09	 	5.09	 	Larkspur Landing Hillsboro	 	 	 	 	 	No
	5.1	 	5.1	 	Larkspur Landing Renton	 	 	 	 	 	No
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	No
	5.12	 	5.12	 	Residence Inn Toledo Maumee	 	 	 	 	 	No
	5.13	 	5.13	 	Residence Inn Williamsburg	 	 	 	 	 	No
	5.14	 	5.14	 	Hampton Inn Suites Waco South	 	 	 	 	 	No
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	 	 	 	 	 	No
	5.16	 	5.16	 	Courtyard Tyler	 	 	 	 	 	No
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	 	 	 	 	 	No
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	 	 	 	 	 	No
	5.19	 	5.19	 	Residence Inn Grand Rapids West	 	 	 	 	 	No
	5.2	 	5.2	 	Peoria, AZ Residence Inn	 	 	 	 	 	No
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	 	 	 	 	 	No
	5.22	 	5.22	 	Courtyard Chico	 	 	 	 	 	No
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	 	 	 	 	 	No
	5.24	 	5.24	 	Hampton Inn Suites South Bend	 	 	 	 	 	No
	5.25	 	5.25	 	Courtyard Wichita Falls	 	 	 	 	 	No
	5.26	 	5.26	 	Hampton Inn Morehead	 	 	 	 	 	Yes
	5.27	 	5.27	 	Residence Inn Chico	 	 	 	 	 	No
	5.28	 	5.28	 	Courtyard Lufkin	 	 	 	 	 	No
	5.29	 	5.29	 	Hampton Inn Carlisle	 	 	 	 	 	Yes
	5.3	 	5.3	 	Springhill Suites Williamsburg	 	 	 	 	 	No
	5.31	 	5.31	 	Fairfield Inn Bloomington	 	 	 	 	 	No
	5.32	 	5.32	 	Waco Residence Inn	 	 	 	 	 	No
	5.33	 	5.33	 	Holiday Inn Express Fishers	 	 	 	 	 	No
	5.34	 	5.34	 	Larkspur Landing Folsom	 	 	 	 	 	No
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	 	 	 	 	 	No
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	 	 	 	 	 	No
	5.37	 	5.37	 	Toledo Homewood Suites	 	 	 	 	 	No
	5.38	 	5.38	 	Grand Rapids Homewood Suites	 	 	 	 	 	No
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	 	 	 	 	 	No
	5.4	 	5.4	 	Fairfield Inn Laurel	 	 	 	 	 	No
	5.41	 	5.41	 	Courtyard Akron Stow	 	 	 	 	 	No
	5.42	 	5.42	 	Larkspur Landing Roseville	 	 	 	 	 	No
	5.43	 	5.43	 	Towneplace Suites Bloomington	 	 	 	 	 	No
	5.44	 	5.44	 	Hampton Inn Danville	 	 	 	 	 	No
	5.45	 	5.45	 	Holiday Inn Norwich	 	 	 	 	 	No
	5.46	 	5.46	 	Hampton Inn Suites Longview North	 	 	 	 	 	No
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	 	 	 	 	 	No
	5.48	 	5.48	 	Hampton Inn Suites Buda	 	 	 	 	 	No
	5.49	 	5.49	 	Shawnee Hampton Inn	 	 	 	 	 	No
	5.5	 	5.5	 	Racine Fairfield Inn	 	 	 	 	 	No
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	 	 	 	 	 	No
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	 	 	 	 	 	No
	5.53	 	5.53	 	Westchase Homewood Suites	 	 	 	 	 	No
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	 	 	 	 	 	No
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	 	 	 	 	 	No
	5.56	 	5.56	 	Hampton Inn Sweetwater	 	 	 	 	 	No
	5.57	 	5.57	 	Comfort Suites Buda Austin South	 	 	 	 	 	No
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	 	 	 	 	 	No
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	 	 	 	 	 	No
	5.6	 	5.6	 	Comfort Inn & Suites Paris	 	 	 	 	 	No
	5.61	 	5.61	 	Hampton Inn Suites Decatur	 	 	 	 	 	No
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	 	 	 	 	 	No
	5.63	 	5.63	 	Mankato Fairfield Inn	 	 	 	 	 	No
	5.64	 	5.64	 	Candlewood Suites Texarkana	 	 	 	 	 	No
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	No
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	0	0	 	0	0	No
	6.01	 	6.01	 	Balis Self Storage	 	 	 	 	 	No
	6.02	 	6.02	 	Feu Follet Self Storage	 	 	 	 	 	No
	6.03	 	6.03	 	Belle Chasse Self Storage	 	 	 	 	 	No
	6.04	 	6.04	 	Oak Villa Self Storage	 	 	 	 	 	No
	6.05	 	6.05	 	Harding Self Storage	 	 	 	 	 	No
	6.06	 	6.06	 	Florida Boulevard Self Storage	 	 	 	 	 	No
	6.07	 	6.07	 	Industriplex Self Storage	 	 	 	 	 	No
	6.08	 	6.08	 	Ambassador Self Storage	 	 	 	 	 	No
	6.09	 	6.09	 	Interline Self Storage	 	 	 	 	 	No
	6.1	 	6.1	 	Flowood Self Storage	 	 	 	 	 	No
	6.11	 	6.11	 	Pearl Self Storage	 	 	 	 	 	No
	6.12	 	6.12	 	Airway Self Storage	 	 	 	 	 	No
	6.13	 	6.13	 	Highway 18 Self Storage	 	 	 	 	 	No
	7	 	7	GACC	Midlink Business Park	0	0	 	0	0	Yes
	8	 	8	GACC	Residence Inn Long Beach	0	0	 	0	0	No
	9	 	9	CREFI	Embassy Suites Anaheim Orange	0	0	 	0	0	No
	10	 	10	CREFI	501 Riverside Avenue	1,113,910	0	Unfunded Obligations Reserve ($1,079,110); Free Rent Reserve ($34,800)	0	0	No
	11	(6)	11	CREFI	IGT Reno	0	0	 	0	0	No
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	1,250,000	0	Holdback Reserve	0	0	No
	12.01	 	12.01	 	Double Creek Self Storage	 	 	 	 	 	No
	12.02	 	12.02	 	Rolling Oaks Self Storage	 	 	 	 	 	No
	12.03	 	12.03	 	Leander Self Storage	 	 	 	 	 	No
	12.04	 	12.04	 	Ingram Park Self Storage	 	 	 	 	 	No
	13	 	13	CREFI	Town Square Plaza	0	0	 	0	0	No
	14	 	14	CREFI	7 East 96th Street	150,000	0	Unfunded Obligations Reserve	0	0	No
	15	 	15	CREFI	Residence Inn Columbus Easton	0	0	 	5	5	No
	16	 	16	GACC	Pack Square	0	0	 	0	0	No
	17	(7)	17	GACC	Gurnee Mills	0	0	 	0	0	No
	18	 	18	CREFI	Brookriver Executive Center	28,916	0	Free Rent Reserve	0	0	No
	19	 	19	GACC	444 Spear	0	0	 	0	0	No
	20	 	20	GACC	5 Points Center	15,576	0	Pink Polish Reserve (Upfront: 15,576)	0	0	No
	21	 	21	CREFI	Doraville Plaza	0	0	 	0	0	No
	22	 	22	CREFI	FedEx Freight Zion	0	0	 	0	0	No
	23	 	23	GACC	Best Western Plus Marina Gateway	114,377	38,126	Ground Rent Reserve (Upfront: 114,377; Monthly: 38,126)	0	0	No
	24	 	24	GACC	Forum at the Soncy	0	0	 	0	0	No
	25	 	25	GACC	Presidio Office	417,277	67,696	Ground Rent Reserve (Upfront: 43,027; Monthly: 38,529) Lease Sweep Reserve (Upfront: 329,175); Service District Charge Funds (Upfront: 45,076; Monthly: 29,167)	0	0	No
	26	 	26	GACC	Elston & Webster Building	0	0	 	0	0	No
	27	 	27	CREFI	Berkshire Square Apartments	450,000	0	Designated Replacements Holdback Reserve	0	0	No
	28	 	28	GACC	Pinole Ridge 	0	0	 	0	0	No
	29	 	29	CREFI	1322 3rd Street Promenade	33,623	2,802	Ground Rent Reserve	0	0	No
	30	 	30	CGMRC	3925 Brookside Parkway	2,487,150	0	Specified Tenant TI/LC Reserve	10	0	No
	31	 	31	GACC	1150 65th Street	0	0	 	0	0	No
	32	 	32	GACC	Market Creek Plaza	0	0	 	0	0	No
	33	 	33	CREFI	Boatyard Shopping Center	0	0	 	5	5	No
	34	 	34	GACC	Good Samaritan Medical Center	141,327	0	Free Rent Reserve (Upfront: 129,143); Prepaid Rent Reserve (Upfront: 12,184)	0	0	No
	35	 	35	GACC	Shops at the Canyons	13,665	 	Free Rent Reserve (Upfront: 6,328); State Farm Reserve (Upfront: 7,337)	0	0	No
	36	 	36	CREFI	Summertree Apartments	300,000	0	Holdback Reserve	0	0	No
	37	 	37	CREFI	Rita Ranch I	0	0	 	0	0	No
	38	 	38	CREFI	Fort Knox Self Storage	0	0	 	0	0	No
	39	 	39	CREFI	1566 Third Avenue	0	0	 	0	0	No
	40	 	40	CREFI	Fresenius Medical Center Evergreen	0	0	 	0	0	No
	41	 	41	CREFI	Mission Plaza	26,065	0	Unfunded Obligations Reserve	0	0	No
	42	 	42	GACC	Hampton Inn Greenwood	1,160,629	 	PIP Reserve (Upfront: 1,150,295); Ground Rent Reserve (Upfront: 10,334)	0	0	No
	43	 	43	CREFI	Great Oaks Apartments	0	0	 	0	0	No
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	0	0	 	0	0	No
	44.01	 	44.01	 	Grapevine Legacy Bank	 	 	 	 	 	No
	44.02	 	44.02	 	Nacogdoches Retail	 	 	 	 	 	No
	44.03	 	44.03	 	Chicago Mattress Firm	 	 	 	 	 	No
	44.04	 	44.04	 	Irving Sonic	 	 	 	 	 	No
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	0	0	 	0	0	No
	45.01	 	45.01	 	Central Self Storage	 	 	 	 	 	No
	45.02	 	45.02	 	Around the Clock Storage	 	 	 	 	 	No
	46	 	46	CREFI	Mt. Repose Self Storage	0	0	 	0	0	No
	47	 	47	GACC	Walgreens Market Creek	0	0	 	0	0	No
	48	 	48	CREFI	Fresenius Medical Center Mora	0	0	 	0	0	No



 



     


     


    

 


	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Monthly
	Control	 	Loan	Mortgage 	 	O&M	Cash	 	Units, Pads,	Unit	Debt
	Number	Footnotes	Number	Loan Seller	Property Name	Required	Management	Lockbox	Rooms, Sq Ft	Description	Service ($)
	1	(1)	1	CGMRC, GACC	General Motors Building	Yes	Springing	Hard	1,989,983	SF	289,803.24
	2	(2)	2	GACC	Olympic Tower	Yes	In Place	Hard	525,372	SF	200,443.17
	3	 	3	GACC	AHIP Northeast Portfolio IV	No	Springing	Hard	467	Rooms	284,935.93
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	No	 	 	131	Rooms	 
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	No	 	 	130	Rooms	 
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	No	 	 	105	Rooms	 
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	No	 	 	101	Rooms	 
	4	(3)	4	GACC	245 Park Avenue	Yes	Springing	Hard	1,723,993	SF	158,890.54
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	Various	Springing	Soft Springing	6,366	Rooms	151,610.19
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	No	 	 	126	Rooms	 
	5.02	 	5.02	 	Larkspur Landing Milpitas	No	 	 	124	Rooms	 
	5.03	 	5.03	 	Larkspur Landing Campbell	No	 	 	117	Rooms	 
	5.04	 	5.04	 	Larkspur Landing San Francisco	No	 	 	111	Rooms	 
	5.05	 	5.05	 	Larkspur Landing Pleasanton	No	 	 	124	Rooms	 
	5.06	 	5.06	 	Larkspur Landing Bellevue	No	 	 	126	Rooms	 
	5.07	 	5.07	 	Larkspur Landing Sacramento	No	 	 	124	Rooms	 
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	No	 	 	129	Rooms	 
	5.09	 	5.09	 	Larkspur Landing Hillsboro	No	 	 	124	Rooms	 
	5.1	 	5.1	 	Larkspur Landing Renton	No	 	 	127	Rooms	 
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	No	 	 	147	Rooms	 
	5.12	 	5.12	 	Residence Inn Toledo Maumee	No	 	 	108	Rooms	 
	5.13	 	5.13	 	Residence Inn Williamsburg	No	 	 	108	Rooms	 
	5.14	 	5.14	 	Hampton Inn Suites Waco South	No	 	 	123	Rooms	 
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	No	 	 	106	Rooms	 
	5.16	 	5.16	 	Courtyard Tyler	No	 	 	121	Rooms	 
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	No	 	 	132	Rooms	 
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	No	 	 	116	Rooms	 
	5.19	 	5.19	 	Residence Inn Grand Rapids West	No	 	 	90	Rooms	 
	5.2	 	5.2	 	Peoria, AZ Residence Inn	No	 	 	90	Rooms	 
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	No	 	 	128	Rooms	 
	5.22	 	5.22	 	Courtyard Chico	No	 	 	90	Rooms	 
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	No	 	 	105	Rooms	 
	5.24	 	5.24	 	Hampton Inn Suites South Bend	No	 	 	117	Rooms	 
	5.25	 	5.25	 	Courtyard Wichita Falls	No	 	 	93	Rooms	 
	5.26	 	5.26	 	Hampton Inn Morehead	No	 	 	118	Rooms	 
	5.27	 	5.27	 	Residence Inn Chico	No	 	 	78	Rooms	 
	5.28	 	5.28	 	Courtyard Lufkin	No	 	 	101	Rooms	 
	5.29	 	5.29	 	Hampton Inn Carlisle	No	 	 	97	Rooms	 
	5.3	 	5.3	 	Springhill Suites Williamsburg	No	 	 	120	Rooms	 
	5.31	 	5.31	 	Fairfield Inn Bloomington	No	 	 	105	Rooms	 
	5.32	 	5.32	 	Waco Residence Inn	No	 	 	78	Rooms	 
	5.33	 	5.33	 	Holiday Inn Express Fishers	No	 	 	115	Rooms	 
	5.34	 	5.34	 	Larkspur Landing Folsom	No	 	 	84	Rooms	 
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	No	 	 	128	Rooms	 
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	No	 	 	84	Rooms	 
	5.37	 	5.37	 	Toledo Homewood Suites	No	 	 	78	Rooms	 
	5.38	 	5.38	 	Grand Rapids Homewood Suites	No	 	 	78	Rooms	 
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	No	 	 	60	Rooms	 
	5.4	 	5.4	 	Fairfield Inn Laurel	Yes	 	 	109	Rooms	 
	5.41	 	5.41	 	Courtyard Akron Stow	No	 	 	101	Rooms	 
	5.42	 	5.42	 	Larkspur Landing Roseville	No	 	 	90	Rooms	 
	5.43	 	5.43	 	Towneplace Suites Bloomington	No	 	 	83	Rooms	 
	5.44	 	5.44	 	Hampton Inn Danville	No	 	 	71	Rooms	 
	5.45	 	5.45	 	Holiday Inn Norwich	Yes	 	 	135	Rooms	 
	5.46	 	5.46	 	Hampton Inn Suites Longview North	No	 	 	91	Rooms	 
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	No	 	 	124	Rooms	 
	5.48	 	5.48	 	Hampton Inn Suites Buda	No	 	 	74	Rooms	 
	5.49	 	5.49	 	Shawnee Hampton Inn	No	 	 	63	Rooms	 
	5.5	 	5.5	 	Racine Fairfield Inn	No	 	 	62	Rooms	 
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	No	 	 	75	Rooms	 
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	No	 	 	68	Rooms	 
	5.53	 	5.53	 	Westchase Homewood Suites	No	 	 	96	Rooms	 
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	No	 	 	88	Rooms	 
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	No	 	 	87	Rooms	 
	5.56	 	5.56	 	Hampton Inn Sweetwater	No	 	 	72	Rooms	 
	5.57	 	5.57	 	Comfort Suites Buda Austin South	No	 	 	72	Rooms	 
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	No	 	 	86	Rooms	 
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	No	 	 	68	Rooms	 
	5.6	 	5.6	 	Comfort Inn & Suites Paris	No	 	 	56	Rooms	 
	5.61	 	5.61	 	Hampton Inn Suites Decatur	No	 	 	74	Rooms	 
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	No	 	 	88	Rooms	 
	5.63	 	5.63	 	Mankato Fairfield Inn	No	 	 	61	Rooms	 
	5.64	 	5.64	 	Candlewood Suites Texarkana	No	 	 	80	Rooms	 
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	No	 	 	62	Rooms	 
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	No	Springing	Springing	1,262,106	SF	133,157.41
	6.01	 	6.01	 	Balis Self Storage	No	 	 	93,075	SF	 
	6.02	 	6.02	 	Feu Follet Self Storage	No	 	 	157,765	SF	 
	6.03	 	6.03	 	Belle Chasse Self Storage	No	 	 	130,203	SF	 
	6.04	 	6.04	 	Oak Villa Self Storage	No	 	 	121,935	SF	 
	6.05	 	6.05	 	Harding Self Storage	No	 	 	87,135	SF	 
	6.06	 	6.06	 	Florida Boulevard Self Storage	No	 	 	80,900	SF	 
	6.07	 	6.07	 	Industriplex Self Storage	No	 	 	89,300	SF	 
	6.08	 	6.08	 	Ambassador Self Storage	No	 	 	93,110	SF	 
	6.09	 	6.09	 	Interline Self Storage	No	 	 	90,963	SF	 
	6.1	 	6.1	 	Flowood Self Storage	No	 	 	76,850	SF	 
	6.11	 	6.11	 	Pearl Self Storage	No	 	 	74,970	SF	 
	6.12	 	6.12	 	Airway Self Storage	No	 	 	82,925	SF	 
	6.13	 	6.13	 	Highway 18 Self Storage	No	 	 	82,975	SF	 
	7	 	7	GACC	Midlink Business Park	Yes	In Place	Hard	1,687,012	SF	171,389.03
	8	 	8	GACC	Residence Inn Long Beach	No	Springing	Soft Springing	178	Rooms	173,284.58
	9	 	9	CREFI	Embassy Suites Anaheim Orange	Yes	In Place	Hard	230	Rooms	165,446.09
	10	 	10	CREFI	501 Riverside Avenue	No	Springing	Springing	221,932	SF	157,795.67
	11	(6)	11	CREFI	IGT Reno	No	Springing	Hard	1,251,179	SF	147,741.13
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	No	Springing	Springing	342,133	SF	69,392.25
	12.01	 	12.01	 	Double Creek Self Storage	No	 	 	105,585	SF	 
	12.02	 	12.02	 	Rolling Oaks Self Storage	No	 	 	81,013	SF	 
	12.03	 	12.03	 	Leander Self Storage	No	 	 	83,640	SF	 
	12.04	 	12.04	 	Ingram Park Self Storage	No	 	 	71,895	SF	 
	13	 	13	CREFI	Town Square Plaza	No	Springing	Springing	215,610	SF	106,401.98
	14	 	14	CREFI	7 East 96th Street	No	Springing	Springing	19,000	SF	79,421.30
	15	 	15	CREFI	Residence Inn Columbus Easton	No	Springing	Hard	120	Rooms	101,932.10
	16	 	16	GACC	Pack Square	Yes	Springing	Springing	136,521	SF	101,404.33
	17	(7)	17	GACC	Gurnee Mills	No	Springing	Hard	1,684,040	SF	95,367.79
	18	 	18	CREFI	Brookriver Executive Center	No	Springing	Hard	314,967	SF	101,523.35
	19	 	19	GACC	444 Spear	No	Springing	Springing	49,713	SF	55,873.73
	20	 	20	GACC	5 Points Center	No	Springing	Springing	46,307	SF	77,617.94
	21	 	21	CREFI	Doraville Plaza	No	Springing	Springing	190,167	SF	75,551.49
	22	 	22	CREFI	FedEx Freight Zion	No	Springing	Springing	65,690	SF	68,162.09
	23	 	23	GACC	Best Western Plus Marina Gateway	No	Springing	Hard	173	Rooms	68,526.27
	24	 	24	GACC	Forum at the Soncy	No	Springing	Springing	64,914	SF	63,816.43
	25	 	25	GACC	Presidio Office	No	Springing	Hard	57,856	SF	49,866.44
	26	 	26	GACC	Elston & Webster Building	Yes	Springing	Springing	136,783	SF	79,257.78
	27	 	27	CREFI	Berkshire Square Apartments	Yes	Springing	Springing	354	Units	65,396.11
	28	 	28	GACC	Pinole Ridge 	No	Springing	Springing	42,073	SF	61,853.11
	29	 	29	CREFI	1322 3rd Street Promenade	No	In Place	Hard	29,004	SF	137,689.02
	30	 	30	CGMRC	3925 Brookside Parkway	No	Springing	Hard	106,631	SF	64,187.16
	31	 	31	GACC	1150 65th Street	No	Springing	Springing	73,418	SF	36,153.59
	32	 	32	GACC	Market Creek Plaza	No	Springing	Hard	78,496	SF	58,046.10
	33	 	33	CREFI	Boatyard Shopping Center	Yes	Springing	Springing	103,493	SF	47,964.14
	34	 	34	GACC	Good Samaritan Medical Center	No	Springing	Springing	42,915	SF	42,967.30
	35	 	35	GACC	Shops at the Canyons	No	Springing	Hard	48,068	SF	41,312.78
	36	 	36	CREFI	Summertree Apartments	Yes	Springing	Springing	202	Units	41,233.69
	37	 	37	CREFI	Rita Ranch I	No	Springing	Springing	62,774	SF	39,273.78
	38	 	38	CREFI	Fort Knox Self Storage	Yes	Springing	Springing	68,514	SF	30,907.80
	39	 	39	CREFI	1566 Third Avenue	Yes	In Place	Hard	6,316	SF	21,900.00
	40	 	40	CREFI	Fresenius Medical Center Evergreen	No	Springing	Springing	17,389	SF	31,205.38
	41	 	41	CREFI	Mission Plaza	Yes	Springing	Springing	19,898	SF	30,817.20
	42	 	42	GACC	Hampton Inn Greenwood	No	Springing	Springing	74	Rooms	43,065.10
	43	 	43	CREFI	Great Oaks Apartments	Yes	Springing	Springing	160	Units	19,299.38
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	Various	Springing	Springing	14,064	SF	26,694.64
	44.01	 	44.01	 	Grapevine Legacy Bank	No	 	 	3,708	SF	 
	44.02	 	44.02	 	Nacogdoches Retail	No	 	 	4,206	SF	 
	44.03	 	44.03	 	Chicago Mattress Firm	Yes	 	 	3,700	SF	 
	44.04	 	44.04	 	Irving Sonic	No	 	 	2,450	SF	 
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	Yes	Springing	Springing	82,594	SF	20,658.00
	45.01	 	45.01	 	Central Self Storage	Yes	 	 	57,464	SF	 
	45.02	 	45.02	 	Around the Clock Storage	Yes	 	 	25,130	SF	 
	46	 	46	CREFI	Mt. Repose Self Storage	No	Springing	Springing	108,505	SF	10,290.97
	47	 	47	GACC	Walgreens Market Creek	No	In Place	Hard	14,490	SF	10,553.84
	48	 	48	CREFI	Fresenius Medical Center Mora	No	Springing	Springing	6,000	SF	10,329.75



 



     


     


    

 


	CD
    2017-CD5 Supplemental Servicer Schedule	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Interest	 	 	 	 	Serviced Companion Loan	Serviced Companion Loan
	Control	 	Loan	Mortgage 	 	Accrual	Administrative	Ground	 	Serviced Companion	Monthly Debt	Interest Accrual
	Number	Footnotes	Number	Loan Seller	Property Name	Method	Fee Rate (%)	Lease Y/N	Prepayment Provision	Loan Flag	Service ($)	Method
	1	(1)	1	CGMRC, GACC	General Motors Building	Actual/360	0.0128%	No	Lockout/26_Defeasance/87_0%/7	 	 	 
	2	(2)	2	GACC	Olympic Tower	Actual/360	0.0128%	Yes	Lockout/27_Defeasance/86_0%/7	 	 	 
	3	 	3	GACC	AHIP Northeast Portfolio IV	Actual/360	0.0128%	No	Lockout/25_Defeasance/31_0%/4	 	 	 
	3.01	 	3.01	 	Residence Inn Baltimore White Marsh	 	 	No	 	 	 	 
	3.02	 	3.02	 	Hampton Inn Suites Arundel BWI Airport	 	 	No	 	 	 	 
	3.03	 	3.03	 	Residence Inn Neptune at Gateway Centre	 	 	No	 	 	 	 
	3.04	 	3.04	 	Residence Inn Atlantic City Egg Harbor Township	 	 	No	 	 	 	 
	4	(3)	4	GACC	245 Park Avenue	Actual/360	0.0128%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	5	(4)	5	GACC	Starwood Capital Group Hotel Portfolio	Actual/360	0.0140%	Various	Lockout/12_YM1%/105_0%/3	 	 	 
	5.01	 	5.01	 	Larkspur Landing Sunnyvale	 	 	No	 	 	 	 
	5.02	 	5.02	 	Larkspur Landing Milpitas	 	 	No	 	 	 	 
	5.03	 	5.03	 	Larkspur Landing Campbell	 	 	No	 	 	 	 
	5.04	 	5.04	 	Larkspur Landing San Francisco	 	 	No	 	 	 	 
	5.05	 	5.05	 	Larkspur Landing Pleasanton	 	 	No	 	 	 	 
	5.06	 	5.06	 	Larkspur Landing Bellevue	 	 	No	 	 	 	 
	5.07	 	5.07	 	Larkspur Landing Sacramento	 	 	No	 	 	 	 
	5.08	 	5.08	 	Hampton Inn Ann Arbor North	 	 	No	 	 	 	 
	5.09	 	5.09	 	Larkspur Landing Hillsboro	 	 	No	 	 	 	 
	5.1	 	5.1	 	Larkspur Landing Renton	 	 	No	 	 	 	 
	5.11	 	5.11	 	Holiday Inn Arlington Northeast Rangers Ballpark	 	 	No	 	 	 	 
	5.12	 	5.12	 	Residence Inn Toledo Maumee	 	 	No	 	 	 	 
	5.13	 	5.13	 	Residence Inn Williamsburg	 	 	No	 	 	 	 
	5.14	 	5.14	 	Hampton Inn Suites Waco South	 	 	No	 	 	 	 
	5.15	 	5.15	 	Holiday Inn Louisville Airport Fair Expo	 	 	No	 	 	 	 
	5.16	 	5.16	 	Courtyard Tyler	 	 	No	 	 	 	 
	5.17	 	5.17	 	Hilton Garden Inn Edison Raritan Center	 	 	Yes	 	 	 	 
	5.18	 	5.18	 	Hilton Garden Inn St Paul Oakdale	 	 	No	 	 	 	 
	5.19	 	5.19	 	Residence Inn Grand Rapids West	 	 	No	 	 	 	 
	5.2	 	5.2	 	Peoria, AZ Residence Inn	 	 	No	 	 	 	 
	5.21	 	5.21	 	Hampton Inn Suites Bloomington Normal	 	 	No	 	 	 	 
	5.22	 	5.22	 	Courtyard Chico	 	 	No	 	 	 	 
	5.23	 	5.23	 	Hampton Inn Suites Kokomo	 	 	No	 	 	 	 
	5.24	 	5.24	 	Hampton Inn Suites South Bend	 	 	No	 	 	 	 
	5.25	 	5.25	 	Courtyard Wichita Falls	 	 	No	 	 	 	 
	5.26	 	5.26	 	Hampton Inn Morehead	 	 	No	 	 	 	 
	5.27	 	5.27	 	Residence Inn Chico	 	 	No	 	 	 	 
	5.28	 	5.28	 	Courtyard Lufkin	 	 	No	 	 	 	 
	5.29	 	5.29	 	Hampton Inn Carlisle	 	 	No	 	 	 	 
	5.3	 	5.3	 	Springhill Suites Williamsburg	 	 	No	 	 	 	 
	5.31	 	5.31	 	Fairfield Inn Bloomington	 	 	No	 	 	 	 
	5.32	 	5.32	 	Waco Residence Inn	 	 	No	 	 	 	 
	5.33	 	5.33	 	Holiday Inn Express Fishers	 	 	No	 	 	 	 
	5.34	 	5.34	 	Larkspur Landing Folsom	 	 	No	 	 	 	 
	5.35	 	5.35	 	Springhill Suites Chicago Naperville Warrenville	 	 	No	 	 	 	 
	5.36	 	5.36	 	Holiday Inn Express & Suites Paris	 	 	No	 	 	 	 
	5.37	 	5.37	 	Toledo Homewood Suites	 	 	No	 	 	 	 
	5.38	 	5.38	 	Grand Rapids Homewood Suites	 	 	No	 	 	 	 
	5.39	 	5.39	 	Cheyenne Fairfield Inn and Suites	 	 	No	 	 	 	 
	5.4	 	5.4	 	Fairfield Inn Laurel	 	 	No	 	 	 	 
	5.41	 	5.41	 	Courtyard Akron Stow	 	 	No	 	 	 	 
	5.42	 	5.42	 	Larkspur Landing Roseville	 	 	No	 	 	 	 
	5.43	 	5.43	 	Towneplace Suites Bloomington	 	 	No	 	 	 	 
	5.44	 	5.44	 	Hampton Inn Danville	 	 	No	 	 	 	 
	5.45	 	5.45	 	Holiday Inn Norwich	 	 	No	 	 	 	 
	5.46	 	5.46	 	Hampton Inn Suites Longview North	 	 	No	 	 	 	 
	5.47	 	5.47	 	Springhill Suites Peoria Westlake	 	 	No	 	 	 	 
	5.48	 	5.48	 	Hampton Inn Suites Buda	 	 	No	 	 	 	 
	5.49	 	5.49	 	Shawnee Hampton Inn	 	 	No	 	 	 	 
	5.5	 	5.5	 	Racine Fairfield Inn	 	 	No	 	 	 	 
	5.51	 	5.51	 	Hampton Inn Selinsgrove Shamokin Dam	 	 	No	 	 	 	 
	5.52	 	5.52	 	Holiday Inn Express & Suites Terrell	 	 	No	 	 	 	 
	5.53	 	5.53	 	Westchase Homewood Suites	 	 	No	 	 	 	 
	5.54	 	5.54	 	Holiday Inn Express & Suites Tyler South	 	 	No	 	 	 	 
	5.55	 	5.55	 	Holiday Inn Express & Suites Huntsville	 	 	No	 	 	 	 
	5.56	 	5.56	 	Hampton Inn Sweetwater	 	 	No	 	 	 	 
	5.57	 	5.57	 	Comfort Suites Buda Austin South	 	 	No	 	 	 	 
	5.58	 	5.58	 	Fairfield Inn & Suites Weatherford	 	 	No	 	 	 	 
	5.59	 	5.59	 	Holiday Inn Express & Suites Altus	 	 	No	 	 	 	 
	5.6	 	5.6	 	Comfort Inn & Suites Paris	 	 	No	 	 	 	 
	5.61	 	5.61	 	Hampton Inn Suites Decatur	 	 	No	 	 	 	 
	5.62	 	5.62	 	Holiday Inn Express & Suites Texarkana East	 	 	No	 	 	 	 
	5.63	 	5.63	 	Mankato Fairfield Inn	 	 	No	 	 	 	 
	5.64	 	5.64	 	Candlewood Suites Texarkana	 	 	No	 	 	 	 
	5.65	 	5.65	 	Country Inn & Suites Houston Intercontinental Airport East	 	 	No	 	 	 	 
	6	(5)	6	CREFI	Brookwood Self Storage LA-MS Portfolio	Actual/360	0.0365%	No	Lockout/25_Defeasance/92_0%/3	Yes	$133,157.41	Actual/360
	6.01	 	6.01	 	Balis Self Storage	 	 	No	 	 	 	 
	6.02	 	6.02	 	Feu Follet Self Storage	 	 	No	 	 	 	 
	6.03	 	6.03	 	Belle Chasse Self Storage	 	 	No	 	 	 	 
	6.04	 	6.04	 	Oak Villa Self Storage	 	 	No	 	 	 	 
	6.05	 	6.05	 	Harding Self Storage	 	 	No	 	 	 	 
	6.06	 	6.06	 	Florida Boulevard Self Storage	 	 	No	 	 	 	 
	6.07	 	6.07	 	Industriplex Self Storage	 	 	No	 	 	 	 
	6.08	 	6.08	 	Ambassador Self Storage	 	 	No	 	 	 	 
	6.09	 	6.09	 	Interline Self Storage	 	 	No	 	 	 	 
	6.1	 	6.1	 	Flowood Self Storage	 	 	No	 	 	 	 
	6.11	 	6.11	 	Pearl Self Storage	 	 	No	 	 	 	 
	6.12	 	6.12	 	Airway Self Storage	 	 	No	 	 	 	 
	6.13	 	6.13	 	Highway 18 Self Storage	 	 	No	 	 	 	 
	7	 	7	GACC	Midlink Business Park	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	8	 	8	GACC	Residence Inn Long Beach	Actual/360	0.0128%	Yes	Lockout/25_Defeasance/91_0%/4	 	 	 
	9	 	9	CREFI	Embassy Suites Anaheim Orange	Actual/360	0.0128%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	10	 	10	CREFI	501 Riverside Avenue	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	11	(6)	11	CREFI	IGT Reno	Actual/360	0.0194%	No	Lockout/25_YM1%/90_0%/5	Yes	$246,235.22	Actual/360
	12	 	12	CREFI	Brookwood Self Storage TX Portfolio	Actual/360	0.0315%	No	Lockout/25_Defeasance/92_0%/3	 	 	 
	12.01	 	12.01	 	Double Creek Self Storage	 	 	No	 	 	 	 
	12.02	 	12.02	 	Rolling Oaks Self Storage	 	 	No	 	 	 	 
	12.03	 	12.03	 	Leander Self Storage	 	 	No	 	 	 	 
	12.04	 	12.04	 	Ingram Park Self Storage	 	 	No	 	 	 	 
	13	 	13	CREFI	Town Square Plaza	Actual/360	0.0128%	No	Lockout/26_Defeasance/91_0%/3	 	 	 
	14	 	14	CREFI	7 East 96th Street	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	15	 	15	CREFI	Residence Inn Columbus Easton	Actual/360	0.0128%	No	Lockout/27_YM1%/90_0%/3	 	 	 
	16	 	16	GACC	Pack Square	Actual/360	0.0128%	Yes	Lockout/26_Defeasance/81_0%/13	 	 	 
	17	(7)	17	GACC	Gurnee Mills	Actual/360	0.0140%	No	Lockout/34_Defeasance/79_0%/7	 	 	 
	18	 	18	CREFI	Brookriver Executive Center	Actual/360	0.0128%	No	Lockout/25_Defeasance/30_0%/5	 	 	 
	19	 	19	GACC	444 Spear	Actual/360	0.0128%	No	Lockout/25_Defeasance/89_0%/6	 	 	 
	20	 	20	GACC	5 Points Center	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	21	 	21	CREFI	Doraville Plaza	Actual/360	0.0128%	No	Lockout/26_YM1%/90_0%/4	 	 	 
	22	 	22	CREFI	FedEx Freight Zion	Actual/360	0.0615%	No	Lockout/25_Defeasance or YM1%/91_0%/4	 	 	 
	23	 	23	GACC	Best Western Plus Marina Gateway	Actual/360	0.0128%	Yes	Lockout/10_YM1%/105_0%/5	 	 	 
	24	 	24	GACC	Forum at the Soncy	Actual/360	0.0128%	No	Lockout/26_Defeasance/89_0%/5	 	 	 
	25	 	25	GACC	Presidio Office	Actual/360	0.0128%	Yes	Lockout/26_Defeasance/87_0%/7	 	 	 
	26	 	26	GACC	Elston & Webster Building	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	27	 	27	CREFI	Berkshire Square Apartments	Actual/360	0.0615%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	28	 	28	GACC	Pinole Ridge 	Actual/360	0.0128%	No	Lockout/25_Defeasance/90_0%/5	 	 	 
	29	 	29	CREFI	1322 3rd Street Promenade	Actual/360	0.0128%	Yes	Lockout/26_Defeasance/76_0%/4	 	 	 
	30	 	30	CGMRC	3925 Brookside Parkway	Actual/360	0.0128%	No	Lockout/29_Defeasance/87_0%/4	 	 	 
	31	 	31	GACC	1150 65th Street	Actual/360	0.0128%	No	Lockout/25_Defeasance/89_0%/6	 	 	 
	32	 	32	GACC	Market Creek Plaza	Actual/360	0.0128%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	33	 	33	CREFI	Boatyard Shopping Center	Actual/360	0.0128%	No	Lockout/26_Defeasance/87_0%/7	 	 	 
	34	 	34	GACC	Good Samaritan Medical Center	Actual/360	0.0128%	No	Lockout/26_Defeasance/89_0%/5	 	 	 
	35	 	35	GACC	Shops at the Canyons	Actual/360	0.0128%	No	Lockout/25_Defeasance/90_0%/5	 	 	 
	36	 	36	CREFI	Summertree Apartments	Actual/360	0.0615%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	37	 	37	CREFI	Rita Ranch I	Actual/360	0.0428%	No	Lockout/26_Defeasance or YM1%/87_0%/7	 	 	 
	38	 	38	CREFI	Fort Knox Self Storage	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	39	 	39	CREFI	1566 Third Avenue	Actual/360	0.0128%	No	Lockout/26_Defeasance/88_0%/6	 	 	 
	40	 	40	CREFI	Fresenius Medical Center Evergreen	Actual/360	0.0128%	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	41	 	41	CREFI	Mission Plaza	Actual/360	0.0615%	No	Lockout/26_YM1%/90_0%/4	 	 	 
	42	 	42	GACC	Hampton Inn Greenwood	Actual/360	0.0128%	Yes	Lockout/25_Defeasance/91_0%/4	 	 	 
	43	 	43	CREFI	Great Oaks Apartments	Actual/360	0.0128%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	44	 	44	CREFI	Texas and Chicago Retail Portfolio	Actual/360	0.0428%	No	Lockout/25_Defeasance/92_0%/3	 	 	 
	44.01	 	44.01	 	Grapevine Legacy Bank	 	 	No	 	 	 	 
	44.02	 	44.02	 	Nacogdoches Retail	 	 	No	 	 	 	 
	44.03	 	44.03	 	Chicago Mattress Firm	 	 	No	 	 	 	 
	44.04	 	44.04	 	Irving Sonic	 	 	No	 	 	 	 
	45	 	45	CREFI	CityLine Self Storage PA & LA Portfolio	Actual/360	0.0128%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	45.01	 	45.01	 	Central Self Storage	 	 	No	 	 	 	 
	45.02	 	45.02	 	Around the Clock Storage	 	 	No	 	 	 	 
	46	 	46	CREFI	Mt. Repose Self Storage	Actual/360	0.0128%	No	Lockout/26_Defeasance/91_0%/3	 	 	 
	47	 	47	GACC	Walgreens Market Creek	Actual/360	0.0128%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	48	 	48	CREFI	Fresenius Medical Center Mora	Actual/360	0.0128%	No	Lockout/26_Defeasance/90_0%/4	 	 	 




 



     


     


    

 


CD
2017-CD5 Supplemental Servicer Schedule


 


	(1)	The
    Cut-Off Date Balance of $100,000,000 represents notes A-3-C2, A-3-C3-2 and A-2-C2-1 of a Loan Combination evidenced by 32
    senior pari passu notes and four subordinate notes.
	(2)	The Cut-Off Date
    Balance of $60,000,000 represents notes A-1-C2 and A-1-C3 of a Loan Combination evidence by 11 senior pari passu notes and
    three subordinate notes.
	(3)	The Cut-Off Date
    Balance of $51,250,000 represents notes A-2-C-1-B and A-2-C-2 of a Loan Combination evidenced by 20 senior pari passu notes
    and five subordinate notes.
	(4)	The Cut-Off Date
    Balance of $40,000,000 represents notes A-8 and A-10 of a Loan Combination evidenced by 19 pari passu notes.
	(5)	The Cut-Off Date
    Balance of $40,000,000 represents note A-1 of a Loan Combination evidenced by two pari passu notes.
	(6)	The Cut-Off Date
    Balance of $30,000,000 is represented by note A-1-A of a Loan Combination evidenced by three pari passu notes.
	(7)	The Cut-Off Date
    Balance of $19,715,907 represents note A-4A of a Loan Combination evidenced by eight pari passu notes.




 



     


     


    

 


EXHIBIT
Q


 


RETAINED
DEFEASANCE RIGHTS AND OBLIGATIONS MORTGAGE LOANS


 


	Loan
    Number	Mortgage
    Loan/ Property Name	Mortgage
    Loan Seller
	1	General
    Motors Building	GACC
    / CGMRC
	2	Olympic
    Tower	GACC
	3	AHIP
    Northeast Portfolio IV	GACC
	4	245
    Park Avenue	GACC
	7	Midlink
    Business Park	GACC
	8	Residence
    Inn Long Beach	GACC
	16	Pack
    Square	GACC
	17	Gurnee
    Mills	GACC
	19	444
    Spear	GACC
	20	5
    Points Center	GACC
	24	Forum
    at the Soncy	GACC
	25	Presidio
    Office	GACC
	26	Elston
    & Webster Building	GACC
	28	Pinole
    Ridge	GACC
	31	1150
    65th Street	GACC
	32	Market
    Creek Plaza	GACC
	34	Good
    Samaritan Medical Center	GACC
	35	Shops
    at the Canyons	GACC
	42	Hampton
    Inn Greenwood	GACC
	47	Walgreens
    Market Creek	GACC



 



    Q-1


     


    


 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: Report will be delivered annually (pursuant to Section 3.29(d) of the Pooling and Servicing Agreement) no later than
[INSERT DATE].


Transaction:
CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5


Operating
Advisor: [                    ]


Special
Servicer: [                    ]


Directing
Holder: [                    ]


 


I.                    Population
of Mortgage Loans that Were Considered in Compiling This Report


 


A.
         [  ] Serviced Loans were Specially Serviced Loans during the prior calendar year [INSERT YEAR].


 


(a)          [  ] of those Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(b)          [[ ] of those Specially Serviced Loans were transferred to special servicing in the year before the prior calendar year [INSERT
YEAR].]


 


(c)          [[ ] of those Specially Serviced Loans were transferred to special servicing 2 or more calendar years ago.]


 


(d)          [  ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
an Asset Status Report.


 


(e)          [  ] of such Specially Serviced Loans had Final Asset Status Reports. The Final Asset Status Reports may not yet be
fully implemented.


 


(f)           With respect to [ ] of such Specially Serviced Loans, the Operating Advisor has determined that the Special Servicer has not delivered
a Final Asset Status Report in accordance with the Pooling and Servicing Agreement for a period of at least 180 consecutive days,
any portion of which occurred during the prior calendar year [INSERT YEAR].


 





 



 


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 compliance with the terms of the Pooling and Servicing Agreement, including, without
limitation, provisions relating to Privileged Information.




 






    R-1


     


    

 


B.           An
Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist during any portion] of the prior calendar
year [INSERT YEAR].


 


C.           [  ]
Performing Serviced Loans were, during the prior calendar year [INSERT YEAR], the subject of a Major Decision as to which the
Operating Advisor has consultation rights pursuant to Section 3.29(f) of the Pooling and Servicing Agreement.


 


II.                  Executive
Summary


 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, as well as the items listed below, the Operating Advisor has undertaken a review of the Special Servicer’s actions
and decisions in respect of (A) Specially Serviced Loans and, (B) solely in connection with Major Decisions as to which the Operating
Advisor has consultation rights following an Operating Advisor Consultation Trigger Event, Performing Serviced Loans, in each
case in light of (1) the Servicing Standard and (2) the requirements of the Pooling and Servicing Agreement. Based on such review,
the Operating Advisor [believes / does not believe], in its sole discretion exercised in good faith, that the Special Servicer
is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under
the Pooling and Servicing Agreement. [IDENTIFY ANY MATERIAL DEVIATIONS FROM (I) THE SERVICING STANDARD OR (II) THE SPECIAL SERVICER’S
OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT] The term “platform-level basis” shall have the meaning ascribed
to it in Section 3.29(d)(ii) of the Pooling and Servicing Agreement. In addition, the Operating Advisor notes the following: [PROVIDE
SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


Reviewed
(A) any annual compliance statement, assessment of compliance and/or attestation report delivered to, or made available to, the
Operating Advisor pursuant to the Pooling and Servicing Agreement with respect to the Special Servicer, and (B) any (1) Final
Asset Status Reports, (2) during the existence of an Operating Advisor Consultation Trigger Event, other Asset Status Reports,
(3) net present value calculations, (4) Appraisal Reduction Amount calculations and Collateral Deficiency Amount calculations,
(5) Major Decision Reporting Packages, and (6) [LIST OTHER REVIEWED INFORMATION] for the following [  ] Serviced Loans,
in each case, to the extent delivered (directly or through the Master Servicer) by the Special Servicer, or otherwise made available
on the Certificate Administrator’s Website, to the Operating Advisor pursuant to the Pooling and Servicing Agreement: [LIST
APPLICABLE MORTGAGE LOANS]


 


III.                 Specific
Items of Review


 






    R-2


     


    

 


1.            The
Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.            During
the prior year, if an Operating Advisor Consultation Trigger Event existed, the Operating Advisor consulted with the Special Servicer
regarding its Major Decisions related to the following Serviced Loans: [LIST]. The Operating Advisor participated in discussions
and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate. The Special Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations
generally included the following: [LIST].


 


3.            Appraisal
Reduction Amount calculations, Collateral Deficiency Amount calculations and net present value calculations:


 


(a)          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 (i) any Appraisal Reduction Amount, (ii) Collateral Deficiency Amount or (iii) net present value calculations
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of a Specially Serviced Loan prior to the utilization by the Special Servicer.


 


(b)          The Operating Advisor [agreed/did 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.


 


(c)          After consultation with the 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.


 


4.            The
following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.            In
addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL
ITEMS].


 


IV.                Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


1.            In
accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and the applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan.
The Operating Advisor does not have authority to speak with the applicable Directing Holder directly pursuant to the Pooling and
Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering
the relevant information to generate this report.


 






    R-3


     


    

 


2.            The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.            Confidentiality
and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


4.            The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If
investors have questions regarding this report, they should address such questions to the Certificate Administrator through the
Certificate Administrator’s Website.


 


5.          
The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent
upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness
of such information.


 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 


[                     ]


 





	By:	 	 	 
	Name:	 	 
	Title:	 	 


 




    R-4


     


    


 


EXHIBIT
S


 


SUBSERVICING
AGREEMENTS


 


	Mortgage
    Loan/Property Name	Sub-Servicer
    Name
	Brookwood
    Self Storage LA-MS Portfolio	Berkadia
    Commercial Mortgage LLC
	Brookwood
    Self Storage TX Portfolio	Berkadia
    Commercial Mortgage LLC
	FedEx
    Freight Zion	Berkadia
    Commercial Mortgage LLC
	Berkshire
    Square Apartments	Berkadia
    Commercial Mortgage LLC
	Summertree
    Apartments	Berkadia
    Commercial Mortgage LLC
	Rita
    Ranch I	CBRE
    Loan Services, Inc.
	Mission
    Plaza	Berkadia
    Commercial Mortgage LLC
	Texas
    and Chicago Retail Portfolio	Holliday
    Fenoglio Fowler, L.P.


 



    S-1


     


    


 


EXHIBIT
T


 


FORM
OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Wilmington
Trust, National Association, as Trustee


1100
North Market Street


Wilmington,
Delaware 19890


Attention:
CMBS Trustee – CD 2017-CD5


 


Citibank,
N.A., as Certificate Administrator


388
Greenwich Street


New
York, New York 10013


Attention: Global
Transaction Services – CD 2017-CD5


 


Rialto
Capital Advisors, LLC


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5______________________________ 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, on behalf of the holders CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
(the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT
PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH
IT SO ACTS]], conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our determination, in our
sole discretion exercised in good faith, that (1) [________], in its current capacity as Special Servicer [with respect to [IF
SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS
FOR WHICH IT SO ACTS]], has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be
in the best interest of the


 






    T-1


     


    


 


Certificateholders
(as a collective whole). The following factors support our determination: [________].


 




    T-2


     


    


 


Based
upon such determination, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed
its successor in such capacity.





	 	 	 
	 	Very truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 



Dated:


 




    T-3


     


    


 


EXHIBIT
U



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting
purposes, 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, financial statements, budgets and/or rent
rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative
obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information
as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this CD 2017-CD5 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the 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 other than a party identified as such in the Prospectus.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
                                         1: Distribution and Pool Performance Information

         

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement

         
	Certificate
Administrator

        Depositor

        Master
Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)

        Special
Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

Each Mortgage Loan Seller (only with respect to Item
1121(c)(2) of Regulation AB as to




 






    U-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible 
	 	itself)
	Item
1A: Asset-Level Information

        disclosure
        per Items 1111(h) and 1125 of Regulation AB

         
	Master
    Servicer1
	Item
                                         1B: Asset Representations Reviewer and Investor Communication

         
	Asset
                                         Representations Reviewer (with respect to Item 1121(d) of Regulation AB)

         

        Certificate
        Administrator (with respect to Item 1121(e) of Regulation AB )

         

	Item
                                         2: Legal Proceedings

         

        per
        Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in
    the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each
    Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan
    Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such
    Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	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 Holders2	Certificate
Administrator

        Trustee

         

	Item
    6:  Significant Obligors of Pool Assets	Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        Special
Servicer (as to Specially Serviced Loans and REO Properties)

	Item
    7: Change in Sponsor Interest in the Securities	Each
    Mortgage Loan Seller as to itself and its affiliates



 





 



 


1
For the avoidance of doubt, the Certificate Administrator, not the Master Servicer, shall be responsible for filing any
Additional Form 10-D Disclosure required by Item 1A on Form 10-D in accordance with Section 10.04 of this Agreement.


 


2
No disclosure is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety
disclosures.




 






    U-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible 
	Item
    8:  Significant Enhancement Provider Information	Depositor
	Item
                                         9: Other Information

         

        (i)
        Balances of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation
        Proceeds Reserve Account, the Exchangeable Distribution Account, Collection Account, any Loan Combination Custodial Account
        and each REO Account as of the related Distribution Date and the preceding Distribution Date; and

         

        (ii)
information other than those specified in clause (i) above, but only to the extent of any information that meets all the following
conditions: (a) such information constitutes “Form 8-K Disclosure” pursuant to Exhibit Z, (b) such information is
required to be reported as “Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information
was not previously reported as “Form 8-K Disclosure”.
	Any
                                         party responsible for disclosure items on Form 8-K to the extent of such items

         

        Certificate
        Administrator (with respect to the balances of the Distribution Account, the Interest Reserve Account, the Excess Interest
        Distribution Account, Excess Liquidation Proceeds Reserve Account and the Exchangeable Distribution Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Master
        Servicer (with respect to the balances of the Collection Account and any Loan Combination Custodial Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

	Item
    10:  Exhibits	Certificate
Administrator

        Depositor



 



    U-3


     


    


 


EXHIBIT
V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting
purposes, 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, financial statements, budgets and/or rent
rolls required to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation
AB, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement
to obtain such information) of such information (other than information as to such party itself which such party is obligated
to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus.
For this CD 2017-CD5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the 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 other than a party identified as
such in the Prospectus.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
                                         1B: Unresolved Staff Comments

         
	Depositor
	Item
    9B:  Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15:  Exhibits, Financial Statement Schedules	Certificate
Administrator

        Depositor

	Additional
                                         Item:

         

        Disclosure
        per Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to
    the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling
    such 



 






    V-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible 
	 	litigation),
    (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage
    Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by
    such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Additional
Item:

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations
with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Special
Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with
Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Master

        Servicer
or a sub-servicer described in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item
1110 originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1)
party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts, (iii) the
Depositor as to the enhancement or support provider

	Additional
Item:

        Disclosure
        per Item 1112(b) of Regulation AB

         
	Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        Special
Servicer (as to REO Properties)

	Additional
Item:

        Disclosure
per Items 1114(b)(2) and 1115(b) of Regulation AB
	Depositor



 



    V-2


     


    


 


EXHIBIT
W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO [ 212-816-5527] AND VIA EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL
ADDRESSES IMMEDIATELY BELOW**


 


	Citibank,
N.A.,

                as
Certificate Administrator 

        388
Greenwich Street

        New
York, New York 10013

        Attention:
Global Transaction Services – CD 2017-CD5

        Email:
        ratingagencynotice@citi.com

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street

        New
York, New York 10013

        Attention:
Richard Simpson

        Telecopy
number: (646) 328-2943

        e-mail:
        richard.simpson@citi.com

         

	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

        Telecopy
number: (212) 723-8599

        e-mail:
        paul.t.vanderslice@citi.com

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor

        New
York, New York 10013

        Attention:
Ryan M. O’Connor

        Telecopy
number: (646) 862-8988

        e-mail:
        ryan.m.oconnor@citi.com

         



RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [  ] of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, 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:


 






    W-1-1


     


    


 


Any
inquiries related to this notification should be directed to [                             ], phone number: [                             ]; email address: [                             ].


 





	 	[NAME OF PARTY],

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    W-1-2


     


    



 


EXHIBIT
W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Citibank,
N.A.,

                as
Certificate Administrator 


388
Greenwich Street


New
York, New York 10013


Attention: Global
Transaction Services – CD 2017-CD5


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 10.04 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, 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 securitization accounts balance information:


 


	Account
    Name	Beginning
                                         Balance as of 

        MM/DD/YYYY
	Ending
                                         Balance as of 

        MM/DD/YYYY

	Collection
    Account	 	 
	Loan
                                         Combination Custodial Account(s) :

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination
	 	 
	REO
    Account(s)	 	 


 






    W-2-1


     


    

 


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:



 




    W-2-2


     


    


 


EXHIBIT
W-3


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


Citibank,
N.A.,

                as
Certificate Administrator 


388
Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – CD 2017-CD5


 


Ref:
CD 2017-CD5, Additional Debt Notice for Form 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 10.04(c) 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
	1	CD 2017-CD5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	CD 2017-CD5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	CD 2017-CD5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 



    W-3-1


     


    


 


EXHIBIT
X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


I,
[identifying the certifying individual], 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 CD 2017-CD5 Mortgage
                                         Trust (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 statement(s) 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 agreement(s) 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:
[Master Servicer][Special Servicer][Certificate Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside
Special Servicer]


 


Date: _________________________


 





		 


[Signature]

[Title]


 




    X-1


     


    


 


EXHIBIT
Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
                                         Capital Advisors, LLC, as special servicer, Park Bridge Lender Services LLC, as operating
                                         advisor and asset representations reviewer, Citibank, N.A., as certificate administrator
                                         (in such capacity, the “Certificate Administrator”), and Wilmington
                                         Trust, National Association, as trustee. 



 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup 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 have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required to
be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.            Based on my knowledge, the distribution information in Exchange Act Periodic 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 that report on Form 10-K;


 


3.            Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator
pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports;
and


 


4.            The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator
in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of
noncompliance with the Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).


 






    Y-1-1


     


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 





	Date: _________________________	 	 
	 	 	 	 
	[                                        ]	 	 
	 	 	 
	By:	 	 	 
	 	[Name]	 	 


 




    Y-1-2


     


    


 


EXHIBIT
Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
                                         special servicer (in such capacity, the “Special Servicer”), Park
                                         Bridge Lender Services LLC, as operating advisor and asset representations reviewer,
                                         Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         relating to the Trust delivered by the Master Servicer to the Certificate Administrator
                                         covering the fiscal year 20__;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information in these 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 servicing reports;



 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator
                                         by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing
                                         reports delivered by the Master Servicer to the Certificate Administrator;



 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based 



 






    Y-2-1


     


    

 


	 	 	upon my knowledge and the compliance review conducted in preparing the servicer compliance
                                         statement required under Section 10.08 of the Pooling and Servicing Agreement with respect
                                         to the Master Servicer, and except as disclosed in such compliance statement delivered
                                         by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects in the year to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses
1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing
agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by
any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup
certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of
such certification.


 





	Date: _________________________	 	 
	 	 	 	 
	[                                        ]	 	 
	 	 	 
	By:	 	 	 
	[Name]	 	 


 



    Y-2-2


     


    


 


EXHIBIT
Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
                                         special servicer (in such capacity, the “Special Servicer”), Park
                                         Bridge Lender Services LLC, as operating advisor and asset representations reviewer,
                                         Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.          
Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the
Special Servicer to the Master Servicer covering the fiscal year 20__, 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 servicing reports;


 


2.          
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under
the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the
servicing reports delivered by the Special Servicer to the Master Servicer;


 


3.          
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer,
and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and
Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects in the year to which such review applies; and


 






    Y-3-1


     


    

 


4.          
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section
10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant
Servicing Criteria.


 





	Date: _________________________	 	 
	 	 	 	 
	[                                        ]	 	 
	 	 	 
	By:	 	 	 
	[Name]	 	 
	[Title]	 	 


 




    Y-3-2


     


    


 


EXHIBIT
Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
                                         special servicer (in such capacity, the “Special Servicer”), Park
                                         Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
                                         Advisor”) and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”), and
                                         Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.           Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Operating Advisor covering the fiscal year 20__, 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;


 


2.     
     Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under
the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is
included in the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.          
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under
the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.          
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing


 






    Y-4-1


     


    

 


criteria
for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing
Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 


Date: _________________________


 


[                           ]


 





	By:	 	 
	[Name]	 
	[Title]	 



 




    Y-4-2


     


    


 


EXHIBIT
Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
                                         special servicer (in such capacity, the “Special Servicer”), Park
                                         Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
                                         Advisor”) and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)
                                         and custodian (in such capacity, the “Custodian”)	 



 


I,
[identify the certifying individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.   Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Custodian covering the fiscal year 20__, 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;


 


2.   Based on my knowledge, the information required to be provided to the Certificate Administrator by the Custodian under the Pooling
and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in
the reports delivered by the Custodian to the Certificate Administrator;


 


3.   I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the
Certificate Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 






    Y-5-1


     


    

 


4.   The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section
10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant
Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                           ]


 





	By:	 	 
	[Name]	 
	[Title]	 





 






    Y-5-2


     


    

 





EXHIBIT
Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-CD5 (the “Certificates”), issued pursuant to the Pooling
                                         and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing
                                         Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor,
                                         Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
                                         Servicer”), Rialto Capital Advisors, LLC, as special servicer (in such capacity,
                                         the “Special Servicer”), Park Bridge Lender Services LLC, as operating
                                         advisor (in such capacity, the “Operating Advisor”) and asset representations
                                         reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee (in
                                         such capacity, the “Trustee”)	 



 


I,
[identify the certifying individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.   Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Trustee covering the fiscal year 20__, 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;


 


2.   Based on my knowledge, the information required to be provided to the Certificate Administrator by the Trustee under the Pooling
and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in
the reports delivered by the Trustee to the Certificate Administrator;


 


3.   I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate
Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects in the year to which such review applies; and


 


4.   The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing


 



    Y-6-1


     


    

 


criteria for asset-backed securities required to be delivered in accordance with Section
10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant
Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                           ]


 





	By:	 	 
	[Name]	 
	[Title]	 





  






    Y-6-2


     


    

 





EXHIBIT
Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
                                         special servicer (in such capacity, the “Special Servicer”), Park
                                         Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
                                         Advisor”) and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)	 



 


I,
[identify the certifying individual], a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to Citigroup Commercial Mortgage
Securities Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification
in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating
to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling
and Servicing Agreement), that:


 


1.   Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”),
all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee
or the Certificate Administrator, as applicable, for inclusion in the Reports;


 


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 the Form
10-K;


 


3.   I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations Reviewer
under the Pooling and Servicing Agreement and based upon my knowledge the Asset Representations Reviewer has, except as


 



    Y-7-1


     


    

 


described
in any information provided to the Certificate Administrator by the Asset Representations Reviewer covering the fiscal year 20[__],
fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review
applies; and


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 


Date: _________________________


 


[                           ]


 





	By:	 	 
	[Name]	 
	[Title]	 





  






    Y-7-2


     


    

 





EXHIBT
Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


 


		Re:	CD
                                         2017-CD5 Mortgage Trust (the “Trust”) Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-CD5 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as
                                         special servicer (in such capacity, the “Special Servicer”), Park
                                         Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
                                         Advisor”) and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)

                                         

                                         and

                                         

                                         Sub-servicing agreement, dated as of [______], 2017 (the “Sub-Servicing Agreement”)
                                         between [_____________] and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”),	 



 


I,
[identify the certifying individual], a [title] of [SUB-SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         submitted by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator
                                         pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”)
                                         for inclusion in the annual report on Form 10-K or any report on Form 10-D with respect
                                         to the Trust covering the fiscal year 20__ ;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information in the Sub-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 the Sub-Servicer Reports;



 






    Y-8-1


     


    

 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information required to be provided in the Sub-Servicer Reports to the Master Servicer
                                         and/or the Certificate Administrator by the Sub-Servicer under the Sub-Servicing Agreement
                                         is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer
                                         and/or the Certificate Administrator;



 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge
                                         and the compliance review conducted in preparing the servicer compliance statement required
                                         under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer,
                                         and except as disclosed in such compliance statement delivered by the Sub-Servicer under
                                         Section 10.08 of the Pooling and Servicing Agreement, the Sub-Servicer has fulfilled
                                         its obligations under the Sub-Servicing Agreement in all material respects in the year
                                         to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Date: _________________________


 


[                           ]


 





	By:	 	 
	[Name]	 





  






    Y-8-2


     


    

 





EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, 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 (after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which
such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in
or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus. For this CD 2017-CD5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the 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 other than a
party identified as such in the Prospectus.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
                                         Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special
                                         Servicer, and the Trustee, only as to agreements it is a party to or entered into on
                                         behalf of the Trust)

                                         Certificate Administrator (other than as to agreements to which the Depositor (and no
                                         other party to the Pooling and Servicing Agreement) is a party)

        Depositor 

	Item
    1.02- Termination of a Material Definitive Agreement	Master
                                         Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special
                                         Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf
                                         of the Trust)

        Certificate
        Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement)
        is a party)





 






    Z-1


     


    

 


	Item
    on Form 8-K	Party
    Responsible 
	 	Depositor
	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Mortgage Loan Seller as to itself

    Each other party to the Pooling and Servicing Agreement (as to itself)
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item
    5.07:  Submission of Matters to a Vote of Security Holders	Certificate
Administrator

        Trustee

	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master
Servicer (as to itself or a servicer retained by it)

        Special
Servicer (as to itself or a servicer retained by it)

        Trustee

Certificate Administrator

Depositor

	Item
    6.03- Change in Credit Enhancement or Other 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 – Financial Statements and Exhibits	Depositor





 






    Z-2


     


    

 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


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”) for CD 2017-CD5 Mortgage Trust pursuant to that Pooling and Servicing Agreement,
dated as of August 1, 2017 (the “Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Park Bridge Lender
Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington
Trust, National Association, as Trustee, hereby constitutes and appoints Wells Fargo Bank, National Association (the
“Servicer”), by and through the 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 Servicer and all properties (“Properties”) administered by the Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage
Loans and 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 such Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification
                                         or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the
                                         Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 






    AA-1-1


     


    

 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure, or the
                                         completion of judicial or non-judicial foreclosure or the termination, cancellation or
                                         rescission of any such foreclosure, the initiation, prosecution and completion of eviction
                                         actions or proceedings with respect to, or the termination, cancellation or rescission
                                         of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
                                         insurance and claims in bankruptcy proceedings, including, without limitation, any and
                                         all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         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;



 






    AA-1-2


     


    

 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to
be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance
policies or condemnation awards to the restoration of the related Mortgaged Property, or otherwise, documents relating to the
management, operation, maintenance, repair,



 






    AA-1-3


     


    

 


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), 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, 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 [EXECUTION DATE OF POA].


 


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 Servicer has the power to delegate its rights or obligations under the Agreement, the 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 Servicer’s attorneys-in-fact shall have no greater authority than
that held by the 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 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 Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the 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 Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
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


 



    AA-1-4


     


    

 


misuse, of this Limited
Power of Attorney by the 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 CD 2017-CD5 Mortgage Trust 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 CD 2017-CD5 Mortgage Trust	 
	 	 	 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 








	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 
	 	 
	Prepared by:	 
	 	 
	Name:	 
	Title:	 









 


		Address:	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890



 






    AA-1-5


     


    

  





	A notary public or other
    officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate
    is attached, and not the truthfulness, accuracy, or validity of that document.



 


STATE
OF DELAWARE


COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________, who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) 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.


(SEAL)






	 	 
	 	Signature
of Notary Public








 






    AA-1-6


     


    

 


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement, dated as of August 1, 2017 (the
“Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National
Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer (the “Servicer”), Park Bridge
Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and
Wilmington Trust, National Association, as trustee, relating to the CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2017-CD5, hereby constitutes
and appoints the Servicer, by and through the 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 Servicer and all properties (“REO Properties”) administered by the Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to
the Mortgage Loans and 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 to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting 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 of requests to trustees to accomplish same.



 






    AA-2-1


     


    

 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
                                         completion of judicial or non-judicial foreclosure or the termination, cancellation or
                                         rescission of any such foreclosure, the initiation, prosecution and completion of eviction
                                         actions or proceedings with respect to, or the termination, cancellation or rescission
                                         of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
                                         insurance and claims in bankruptcy proceedings, including, without limitation, any and
                                         all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		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;



 






    AA-2-2


     


    

 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to
be secured by the ownership interests in a borrower, 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



 






    AA-2-3


     


    

 


(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, 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 [EXECUTION DATE OF POA].


 


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 Servicer has the power to delegate its rights or obligations under the Agreement, the 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 Servicer’s attorneys-in-fact shall have no greater authority than
that held by the 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 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 Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the 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 Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, Deeds of Trust or Mortgage Notes not authorized by the Agreement.


 


The
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


 



    AA-2-4


     


    

 


misuse, of this Limited
Power of Attorney by the 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 CD 2017-CD5 Mortgage Trust 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 CD 2017-CD5 Mortgage Trust	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 








	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 
	 	 
	Prepared
by:	 
	 	 
	Name:	 
	Title:	 









 


		Address:	Wilmington
Trust, National Association

1100
North Market Street

Wilmington,
Delaware 19890



 






    AA-2-5


     


    

 





	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.









 


STATE
OF DELAWARE 


COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.


(SEAL)






	 	 
	 	Signature of Notary
    Public
















 






    AA-2-6


     


    

 


EXHIBIT
BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution

                                         Date

        
	 	Balance
	 	Distribution

                                         Date
	 	Balance

	9/15/2017	 	$47,057,000.00	 	9/15/2022	 	$45,519,191.95
	10/15/2017	 	$47,057,000.00	 	10/15/2022	 	$44,693,977.27
	11/15/2017	 	$47,057,000.00	 	11/15/2022	 	$43,917,617.76
	12/15/2017	 	$47,057,000.00	 	12/15/2022	 	$43,086,415.96
	1/15/2018	 	$47,057,000.00	 	1/15/2023	 	$42,303,846.57
	2/15/2018	 	$47,057,000.00	 	2/15/2023	 	$41,518,254.26
	3/15/2018	 	$47,057,000.00	 	3/15/2023	 	$40,574,993.97
	4/15/2018	 	$47,057,000.00	 	4/15/2023	 	$39,782,722.49
	5/15/2018	 	$47,057,000.00	 	5/15/2023	 	$38,936,062.35
	6/15/2018	 	$47,057,000.00	 	6/15/2023	 	$38,137,459.45
	7/15/2018	 	$47,057,000.00	 	7/15/2023	 	$37,284,648.39
	8/15/2018	 	$47,057,000.00	 	8/15/2023	 	$36,479,665.71
	9/15/2018	 	$47,057,000.00	 	9/15/2023	 	$35,671,573.30
	10/15/2018	 	$47,057,000.00	 	10/15/2023	 	$34,809,543.25
	11/15/2018	 	$47,057,000.00	 	11/15/2023	 	$33,994,998.58
	12/15/2018	 	$47,057,000.00	 	12/15/2023	 	$33,126,700.22
	1/15/2019	 	$47,057,000.00	 	1/15/2024	 	$32,305,654.01
	2/15/2019	 	$47,057,000.00	 	2/15/2024	 	$31,481,435.82
	3/15/2019	 	$47,057,000.00	 	3/15/2024	 	$30,553,446.10
	4/15/2019	 	$47,057,000.00	 	4/15/2024	 	$29,722,457.94
	5/15/2019	 	$47,057,000.00	 	5/15/2024	 	$28,838,184.89
	6/15/2019	 	$47,057,000.00	 	6/15/2024	 	$28,000,569.60
	7/15/2019	 	$47,057,000.00	 	7/15/2024	 	$27,109,858.34
	8/15/2019	 	$47,057,000.00	 	8/15/2024	 	$26,265,565.29
	9/15/2019	 	$47,057,000.00	 	9/15/2024	 	$25,418,010.18
	10/15/2019	 	$47,057,000.00	 	10/15/2024	 	$24,517,642.47
	11/15/2019	 	$47,057,000.00	 	11/15/2024	 	$23,663,333.67
	12/15/2019	 	$47,057,000.00	 	12/15/2024	 	$22,756,404.80
	1/15/2020	 	$47,057,000.00	 	1/15/2025	 	$21,895,290.73
	2/15/2020	 	$47,057,000.00	 	2/15/2025	 	$21,030,849.41
	3/15/2020	 	$47,057,000.00	 	3/15/2025	 	$20,016,094.75
	4/15/2020	 	$47,057,000.00	 	4/15/2025	 	$19,144,391.77
	5/15/2020	 	$47,057,000.00	 	5/15/2025	 	$18,220,564.60
	6/15/2020	 	$47,057,000.00	 	6/15/2025	 	$17,341,923.45
	7/15/2020	 	$47,057,000.00	 	7/15/2025	 	$16,411,355.92
	8/15/2020	 	$47,057,000.00	 	8/15/2025	 	$15,525,723.61
	9/15/2020	 	$47,057,000.00	 	9/15/2025	 	$14,636,669.06
	10/15/2020	 	$47,057,000.00	 	10/15/2025	 	$13,695,984.97
	11/15/2020	 	$47,057,000.00	 	11/15/2025	 	$12,799,859.70
	12/15/2020	 	$47,057,000.00	 	12/15/2025	 	$11,852,306.47
	1/15/2021	 	$47,057,000.00	 	1/15/2026	 	$10,949,056.45
	2/15/2021	 	$47,057,000.00	 	2/15/2026	 	$10,042,315.92
	3/15/2021	 	$47,057,000.00	 	3/15/2026	 	$8,989,207.46
	4/15/2021	 	$47,057,000.00	 	4/15/2026	 	$8,026,982.44
	5/15/2021	 	$47,057,000.00	 	5/15/2026	 	$7,194,033.46
	6/15/2021	 	$47,057,000.00	 	6/15/2026	 	$6,405,242.37
	7/15/2021	 	$47,057,000.00	 	7/15/2026	 	$5,566,241.77
	8/15/2021	 	$47,057,000.00	 	8/15/2026	 	$4,771,173.94
	9/15/2021	 	$47,057,000.00	 	9/15/2026	 	$3,973,040.55
	10/15/2021	 	$47,057,000.00	 	10/15/2026	 	$3,124,855.10
	11/15/2021	 	$47,057,000.00	 	11/15/2026	 	$2,359,629.44
	12/15/2021	 	$47,057,000.00	 	12/15/2026	 	$1,546,465.34
	1/15/2022	 	$47,057,000.00	 	1/15/2027	 	$775,119.28
	2/15/2022	 	$47,057,000.00	 	2/15/2027	 	$782.32
	3/15/2022	 	$47,057,000.00	 	3/15/2027	 	$0
	4/15/2022	 	$47,057,000.00	 	and
    thereafter	 	 
	5/15/2022	 	$47,057,000.00	 	 	 	 
	6/15/2022	 	$47,057,000.00	 	 	 	 
	7/15/2022	 	$47,056,621.81	 	 	 	 
	8/15/2022	 	$46,289,388.63	 	 	 	 





 






    BB-1


     


    

 




EXHIBIT
CC-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	Citigroup
                                         Commercial Mortgage

        Securities Inc.


        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice


        Telecopy
        number: (212) 723-8599


        e-mail:
        paul.t.vanderslice@citi.com

        	 	Citigroup
                                         Commercial Mortgage Securities Inc.


        390
        Greenwich Street


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Telecopy
        number: (646) 328-2943


        e-mail:
        richard.simpson@citi.com

        
	 	 	 
	Citigroup
                                         Commercial Mortgage

                                                          Securities Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        e-mail:
        ryan.m.oconnor@citi.com

        	 	 


 


		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5_______________________________________



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing
Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 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 Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess


 



    CC-1-1


     


    

 


Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the


 




    CC-1-2


     


    

 


Securities
Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to
the Securities Act or any state securities laws.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    CC-1-3


     


    

 





EXHIBIT
CC-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[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:
        CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com

        	Citigroup
                                         Commercial Mortgage Securities

        Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        e-mail:
        ryan.m.oconnor@citi.com

        
	 	 
	Citigroup
                                         Commercial Mortgage

        Securities Inc.


        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice


        Telecopy
        number: (212) 723-8599


        e-mail:
        paul.t.vanderslice@citi.com

        	 	Citigroup
                                         Commercial Mortgage Securities

        Inc.


        390
        Greenwich Street


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Telecopy
        number: (646) 328-2943


        e-mail:
        richard.simpson@citi.com

        
	 	 	 





		Re:	CD
2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5_____________________________________



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for



    CC-2-1


     


    

 


sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Wells Fargo Bank, National Association and the Depositor
has received a certificate from the prospective transferee substantially in the form attached as Exhibit CC-2 to the Pooling and
Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 






    CC-2-2


     


    

 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as
a result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or
any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and
only if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the
Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such other Person’s
auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    CC-2-3


     


    

 





EXHIBIT
DD


 


FORM
OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s
                                         Investors Service, Inc.

                                         7 World Trade Center

                                         New York, New York 10007

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No: (212) 553-0300



 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer (the “Master
                                         Servicer”) under the Pooling and Servicing Agreement, dated as of August 1,
                                         2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
                                         Mortgage Securities Inc., as Depositor, the Master Servicer, Rialto Capital Advisors,
                                         LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
                                         Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
                                         Trust, National Association, as Trustee.



 


		Date:	____________,
                                         20___



 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
                                         Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by
                                         real property known as ____________ [Include the following, with appropriate modification,
                                         if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-[_]][A]
                                         in the amount of $____________, which Promissory Note [A-[_]][A] is owned by the Trust,
                                         and Promissory Note [___] in the amount of $_____________, which Promissory Note [___]
                                         is owned by ________________.]



 


Capitalized
terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE
STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE
SERVICING STANDARD SPECIFIED IN THE POOLING


 



    DD-1


     


    

 


 AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT
INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER
THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.


 


We
hereby notify you and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse
effect on the Subject Mortgage Loan or the defeasance transaction:


 


1.          The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


____
a full defeasance of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____
a partial defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance
of the Subject Mortgage Loan ($____________).


 


2.          The defeasance was consummated on ____________, 20__.


 


3.          The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.


 


[Include
the following if there is pari passu or AB debt:


 


4.          In accordance with the Loan Documents, the defeasance occurred such that:


 


____
Promissory Notes [A-[__]][A] and [___] were defeased simultaneously in their entirety; or


 


____
Promissory Note [___] was paid off in full.]


 


5.          To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior
secured debt, pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following:
[Describe debt and holder of the debt and if it was paid off or defeased].


 


6.          The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii)
direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage
Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations
of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program


 



    DD-2


     


    

 


(“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		●	Such
                                         securities are eligible under TLGP; 



 


		●	The
                                         master servicer (and the trustee, if it serves as the back-up advancing agent for the
                                         transaction) has waived its right to (i) collect interest on advances made on behalf
                                         of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making
                                         demand on the FDIC;



 


		●	If
                                         the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the
                                         criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance
                                         collateral to cover potential delays in receipt of the balloon payment; 



 


		●	The
                                         TLGP securities mature before June 30, 2012; and



 


		●	The
                                         master servicer’s error and omissions insurance policy covers losses to the CMBS
                                         trust caused by the master servicer’s failure to make timely demand on the FDIC’s
                                         guarantee.



 


7.          After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that:
(i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to
restrictions in its organizational documents substantially similar to those contained in the organizational documents of the original
Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the
originator of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation
from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard
& Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the
original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement
(the “Pool”).


 


8.          If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the
Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date Statement received by the
Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified
in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.          The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as


 



    DD-3


     


    

 


defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.        The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled
payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in
the loan documents (the “Scheduled Payments”).


 


11.        The Master Servicer received written confirmation from an independent certified public accountant 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 Monthly Payments including the payment in full of the Subject 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) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,]
the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv)
interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s
interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other
than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest
expense.


 


12.        The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause
either Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the
Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii)
the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.        The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii)
provide for payment from sources other than the defeasance collateral 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, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after
the Subject Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities
intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not
permit waiver of such representations and covenants.


 


14.        At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage
Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000
and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 






    DD-4


     


    

 


15.        Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other
items delivered in connection with the defeasance will be provided to you upon request.


 


16.        The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN
WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above.


 





	 	[MASTER
SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    DD-5


     


    

 


EXHIBIT
A


 


Exceptions


 




    DD-6


     


    

 


EXHIBIT
B


 


Sample
Perfected Security Interest Representations


 


General:


 


1.          [The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note
that “Collateral” means securities, permitted investments and other assets credited to securities accounts.


 


1.          The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.          All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities
Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning
of the UCC.


 


Creation:


 


1.          The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.          [Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party]
of its interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.          [Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral,
Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.          [Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account
bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing
disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.          [Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as
the person having a security entitlement against the securities intermediary in the [Securities Account].


 


4.          To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account
holder of the [Deposit Account].


 






    DD-7


     


    

 


Priority:


 


1.          Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien
filings against [Debtor].


 


2.          The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party].
The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit
Account] to comply with entitlement orders or instructions of any person other than the [Secured Party].


 






    DD-8


     


    

 





EXHIBIT
EE


 


[reserved]


 






    EE-1


     


    

 





EXHIBIT
FF-1


 


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(General
Motors Building)


 


[Date]


 



 



	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee BXP 2017-GM

        

         

        with
        a copy to:

         

        

        CMBSTrustee@wilmingtontrust.com

        

        Facsimile
        No.: (302) 636-4140

         
	Wells
Fargo Bank, National Association

        9062
Old Annapolis Road

        Columbia,
Maryland 21045-1951

        Attention:
Corporate Trust Services (CMBS)

        BXP
        2017-GM

         

        with
        a copy to be sent contemporaneously via 

email to: 

cts.cmbs.bond.admin@wellsfargo.com, and to 

trustadministrationgroup@wellsfargo.com

         

	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

        Facsimile
number: (704) 715-0036

         

        With
        a copy by email to: 

commercial.servicing@wellsfargo.com

         

        with
        a copy to:

         

        Wells
Fargo Bank, National Association

        Legal
Department

        301
South College Street

        Charlotte,
North Carolina 28202-0166

        Attention:
Commercial Mortgage Servicing Legal Support

        Facsimile
number: (704) 383-0353

        Reference:
BXP 2017-GM Trust

         

        with
        a copy to:

         

        K&L
Gates LLP 

        Hearst
Tower, 47th Floor

        

        
	AEGON
USA Realty Advisors, LLC

        4333
Edgewood Road NE

        Cedar
Rapids, IA 52499

        Attention:
Greg Dryden, Senior Vice President

        Telephone:
319-355-8734

        Email:
gdryden@aegonusa.com

         

        with
        a copy to:

         

        Email:
        Specialservicing@aegonusa.com

         



 






    FF-1-1


     


    

 


214
North Tryon Street 28202


Attention:
Stacy G. Ackermann 


 


		Re:	BXP
                                         Trust 2017-GM, Commercial Mortgage Pass-Through Certificates, Series 2017-GM



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of June 9, 2017 (the “BXP 2017-GM TSA”), between
Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator and custodian, and Wilmington Trust,
National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the BXP
2017-GM TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “CD5
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “CD5 Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “CD5 Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (in such capacity, the “CD5 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “CD5 Operating Advisor”) and asset representations
reviewer (in such capacity, the “CD5 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “CD5 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “CD5 Trustee”), pursuant to which the CD 2017-CD5 Mortgage Trust (the “CD5
Trust”) was established and the Companion Loans evidenced by promissory notes A-2-C2-1, A-3-C2 and A-3-C3-2 were transferred
to the CD5 Trust as of August 15, 2017 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.            Wilmington
Trust, National Association, as trustee under the CD5 PSA, is the holder of the Companion Loans evidenced by promissory notes
A-2-C2-1, A-3-C2 and A-3-C3-2. You are directed to remit to Wells Fargo Bank, National Association, as master servicer under the
CD5 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank,
National Association, as master servicer under the CD5 PSA, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the related Companion Loan Holders with respect to the Companion
Loans evidenced by promissory notes A-2-C2-1, A-3-C2 and A-3-C3-2 under the BXP 2017-GM TSA and the Intercreditor Agreement. The
wire instructions for Wells Fargo Bank, National Association, as CD5 Master Servicer, are as follows:


 


Bank:
Wells Fargo Bank, National Association


 


Account
Name: REAM as Trustee for Various Investors – Incoming Wires


ABA:
121000248


 






    FF-1-2


     


    

 


Account
#: 5077594011216


Reference:
Wells Fargo CMS Loan Number __________________


 


2.            The
contact information for the CD5 Trustee, the CD5 Certificate Administrator, the CD5 Master Servicer, the CD5 Special Servicer,
the CD5 Operating Advisor, the CD5 Asset Representations Reviewer and the CD5 Depositor with respect to the Companion Loans evidenced
by promissory notes A-2-C2-1, A-3-C2 and A-3-C3-2 is as follows:


 


	CD5
    Trustee:	Wilmington
Trust, National Association

1100 North Market Street

        Wilmington,
Delaware 19890

        Attention:
CMBS Trustee – CD 2017-CD5

        Fax
number (302) 636-4140

        Email:
cmbstrustee@wilmingtontrust.com

	CD5
    Certificate Administrator:	Citibank,
N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - CD 2017-CD5

Fax number: (212) 816-5527

        Email:
        ratingagencynotice@citi.com

	CD5
    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:
CD 2017-CD5 Asset Manager

        Fax
number: (704) 715-0036

        Email:
Commercial.servicing@wellsfargo.com

         

        with
a copy to

         

        Wells
Fargo Bank, National Association

        Legal
Department

        301
South College Street

        TW-30,
D1053-300

        Charlotte,
North Carolina 28202-6000

        Attention:
Commercial Mortgage Servicing Legal Support

        Fax
number: (704) 383-3663

         

        with
        a copy to


        




 






    FF-1-3


     


    

 


	 	 

                                                                                               K&L
                                         Gates LLP
Hearst
Tower
                                                                                               214
                                         North Tryon Street

                                                                                               Charlotte,
                                         North Carolina 28202

                                                                                               Attention:
                                         Stacy G. Ackermann

                                                                                Fax
                                         number: (704) 353-3190

	CD5
    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:

         

        Rialto
        Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer

        Facsimile
        number: (305) 229-6425

        E-mail:
        niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

        

	CD5
    Operating Advisor and CD5 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        CD 2017-CD5 – Surveillance Manager

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        

	CD5
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

                                                                                390
                                         Greenwich Street, 5th Floor

                                                                                New
                                         York, New York 10013

                                                                                Attention:
                                         Paul Vanderslice

                                                                                Fax
                                         number (212) 723-8599

                                                                                 

                                                                                and

                                                                                 

                                                                                Citigroup
                                         Commercial Mortgage Securities Inc.

                                                                                390
                                         Greenwich Street




 






    FF-1-4


     


    

 


		

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number (646) 328-2943

         

        and

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number (646) 862-8988

         

        and

         

        with
        an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor
        at ryan.m.oconnor@citi.com



 


3.       The
CD5 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the CD5 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the CD5 PSA) under the CD5 PSA is RREF III-D AIV RR, LLC.


 


6.       Pursuant
to Section 10.13 of the BXP 2017-GM TSA, notice is hereby given (on behalf of the CD5 Depositor) to Wells Fargo Bank, National
Association, as servicer under the BXP 2017-GM TSA, that the Property is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to the CD5 Trust. The related Relevant Distribution Date with respect to the CD5
Trust is the fourth Business Day (as such term is defined in the CD5 PSA) following each Determination Date (as such term is defined
in the CD5 PSA), commencing in September 2017; and the Determination Date with respect to the CD5 Trust is eleventh day of each
calendar month (or, if the eleventh day of that month is not a Business Day (as such term is defined in the CD5 PSA), the next
Business Day), commencing in September 2017. With respect to the Companion Loans evidenced by promissory notes A-2-C2-1, A-3-C2
and A-3-C3-2, all financial statements and net operating income of the “significant obligor” that the Servicer is
required to deliver pursuant to Section 10.13 of the BXP 2017-GM TSA shall be delivered to the CD5 Depositor and the CD5 Certificate
Administrator.


 






    FF-1-5


     


    

 





	 	Very
truly yours,
	 	 
	 	CITIBANK,
N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    FF-1-6


     


    

 



EXHIBIT
FF-2


 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(Olympic
Tower)


 


[Date]





 


	Wells
                           Fargo Bank, National Association


        9062
        Old Annapolis Road


        Columbia,
        Maryland 21045


        Attention:
        Corporate Trust Services – Olympic Tower 2017-OT


        With
        a copy to:


        Facsimile
        number: (410) 715-2380


        Email:
        cts.cmbs.bond.admin@wellsfargo.com 

and trustadministrationgroup@wellsfargo.com

        	 	KeyBank
                           National Association


        11501
        Outlook Street, Suite 300


        Overland
        Park, Kansas 66211


        Attention:
        Alan Williams


        Fax
        Number: (877) 379-1625


        Email:
        alan_williams@keybank.com


         

        with
        a copy to:


         

        Polsinelli
        PC


        900
        West 48th Place, Suite 900


        Kansas
        City, Missouri 64112


        Attention:
        Kraig Kohring


        Fax
        Number: 816-753-1536


        Email:
        kkohring@polsinelli.com

        
	 	 	 
	KeyBank
        National Association


        11501
        Outlook Street, Suite 300


        Overland
        Park, Kansas 66211


        Attention:
        Michael Tilden


        Fax
        Number: (877) 379-1625


        Email:
        michael_a_tilden@keybank.com


         

        with
        a copy to:


         

        Polsinelli
        PC


        900
        West 48th Place, Suite 900


        Kansas
        City, Missouri 64112


        Attention:
        Kraig Kohring


        Fax
        Number: 816-753-1536


        Email:
        kkohring@polsinelli.com

        	 	 


 


		Re:	Olympic
                                         Tower 2017-OT Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Ladies
and Gentlemen:


 






    FF-2-1 


     


    

 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2017 (the “Olympic Tower 2017-OT TSA”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer and
special servicer, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian.
Capitalized terms used but not defined herein shall have the meanings given to them in the Olympic Tower 2017-OT TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “CD5
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “CD5 Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “CD5 Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (in such capacity, the “CD5 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “CD5 Operating Advisor”) and asset representations
reviewer (in such capacity, the “CD5 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “CD5 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “CD5 Trustee”), pursuant to which the CD 2017-CD5 Mortgage Trust (the “CD5
Trust”) was established and the Companion Loans evidenced by promissory notes A-1-C2 and A-1-C3 were transferred to
the CD5 Trust as of August 15, 2017 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the CD5 PSA, is the holder of the Companion Loans evidenced by promissory notes
A-1-C2 and A-1-C3. You are directed to remit to Wells Fargo Bank, National Association, as master servicer under the CD5 PSA,
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National
Association, as master servicer under the CD5 PSA, all reports, statements, documents, communications and other information that
are to be forwarded, delivered or otherwise made available to the related Companion Loan Holders with respect to the Companion
Loans evidenced by promissory notes A-1-C2 and A-1-C3 under the Olympic Tower 2017-OT TSA and the Co-Lender Agreement. The wire
instructions for Wells Fargo Bank, National Association, as CD5 Master Servicer, are as follows:


 


Bank:
Wells Fargo Bank, National Association


 


Account
Name: REAM as Trustee for Various Investors – Incoming Wires 


ABA:
121000248 


Account
#: 5077594011216 


Reference:
Wells Fargo CMS Loan Number __________________


 


2.       The
contact information for the CD5 Trustee, the CD5 Certificate Administrator, the CD5 Master Servicer, the CD5 Special Servicer,
the CD5 Operating Advisor, the CD5 Asset Representations Reviewer and the CD5 Depositor with respect to the Companion Loans evidenced
by promissory notes A-1-C2 and A-1-C3 is as follows:


 






    FF-2-2 


     


    

 


	CD5
    Trustee:	Wilmington
                                         Trust, National Association

                                         1100 North Market Street


        Wilmington,
        Delaware 19890


        Attention:
        CMBS Trustee – CD 2017-CD5


        Fax
        number (302) 636-4140


        Email:
        cmbstrustee@wilmingtontrust.com

        
	CD5
    Certificate Administrator:	Citibank,
N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - CD 2017-CD5

Fax number: (212) 816-5527

        Email:
        ratingagencynotice@citi.com 

	CD5
    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:
        CD 2017-CD5 Asset Manager


        Fax
        number: (704) 715-0036


        Email:
        Commercial.servicing@wellsfargo.com


         

        with
        a copy to

         


        Wells
        Fargo Bank, National Association


        Legal
        Department


        301
        South College Street


        TW-30,
        D1053-300


        Charlotte,
        North Carolina 28202-6000


        Attention:
        Commercial Mortgage Servicing Legal Support


        Fax
        number: (704) 383-3663


         

        with
        a copy to

        



        K&L
        Gates LLP


        Hearst
        Tower


        214
        North Tryon Street


        Charlotte,
        North Carolina 28202


        Attention:
        Stacy G. Ackermann


        Fax
        number: (704) 353-3190

        



 






    FF-2-3 


     


    

 


	CD5
    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:

         


        Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer


        Facsimile
        number: (305) 229-6425


        E-mail:
        niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com 

and jeff.krasnoff@rialtocapital.com

        
	CD5
    Operating Advisor and CD5 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC


        600
        Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        CD 2017-CD5 – Surveillance Manager

         


        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        
	CD5
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         390 Greenwich Street, 5th Floor

                                         New York, New York 10013

                                         Attention: Paul Vanderslice

                                         Fax number (212) 723-8599

                                                                                                


        and


         

        Citigroup
        Commercial Mortgage Securities Inc.


        390
        Greenwich Street


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number (646) 328-2943


         

        and


         

        Citigroup
        Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 17th Floor


        

        


  






    FF-2-4 


     


    

 


		New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number (646) 862-8988


         

        and


         

        with
        an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor
        at ryan.m.oconnor@citi.com

        


 


3.       The
CD5 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the CD5 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the CD5 PSA) under the CD5 PSA is RREF III-D AIV RR, LLC.


 


	 	Very truly yours,
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












 






    FF-2-5 


     


    

 





EXHIBIT
FF-3


 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(245
Park Avenue)


 


[Date]





 


	Wilmington
                           Trust, National Association


        1100
        North Market Street


        Wilmington,
        Delaware 19890


        Attention:
        CMBS JPMCC 2017-245P


         

        with
        a copy to:

         


        Facsimile:
        302-636-4140


        E-mail:
        cmbstrustee@wilmingtontrust.com

        	Wells
                           Fargo Bank, National Association


        9062
        Old Annapolis Road


        Columbia,
        Maryland 21045


        Attention:
        Corporate Trust Services – 245 2017-245P


         

        with
        a copy to:

         


        Facsimile:
        (410) 715-2380


        E-mail:
        trustadministrationgroup@wellsfargo.com and


        cts.cmbs.bond.admin@wellsfargo.com

        
	 	 
	Wells
        Fargo Bank, National Association


        Commercial
        Mortgage Servicing, MAC


        Three
        Wells Fargo


        401
        S. Tryon Street, 8th Floor


        MAC
        D1050-084


        Charlotte,
        North Carolina 28202


        Attention:
        JPMCC 2017-245P Asset Manager


        Facsimile:
        (704) 715-0036


        Email:
        commercial.servicing@wellsfargo.com


         

        with
        a copy to:

         


        Wells
        Fargo Bank, National Association


        Legal
        Department, D1053-300


        301
        South College Street, 30th Floor


        Charlotte,
        North Carolina 28202


        Attention:
        Commercial Mortgage Servicing Legal Support


        Facsimile:
        (704) 383-0353


         

        with
        an additional copy to:

         


        K&L
        Gates LLP


        Hearst
        Tower


        214
        North Tryon Street


        

        	AEGON
        USA Realty Advisors, LLC,


        4333
        Edgewood Road NE,


        Cedar
        Rapids, IA 52499


        Attention:
        Greg Dryden, Senior Vice President, Special Servicing


        Fax
        Number: (319) 355-8030


        Email:
           gdryden@aegonusa.com

                     specialservicing@aegonusa.com

         

        Trimont
        Real Estate Advisors, LLC


        One
        Alliance Center


        3500
        Lenox Road, Suite G1


        Atlanta,
        Georgia 30326,


        Attention:
        Operating Advisor


        Facsimile
        No.: (404) 420 5610


        Email:
        operatingadvisor@trimontrea.com;


         

        with
        a copy to:

         


        Carlton
        Fields Jorden Burt


        One
        Atlanta Center


        1201
        W. Peachtree Street NW, Suite 3000


        Atlanta,
        Georgia 30309

        


 






    FF-3-1 


     


    





 


	


        Charlotte,
        North Carolina 28202


        Attention:
        Stacy G. Ackermann


        Reference:
        JPMCC 2017-245P


        Fax
        Number: (704) 353-3190


        Email:
        stacy.ackermann@klgates.com

        	


        Attention:
        W. Gregory Null


        Email:
        gnull@cfjblaw.com

        


 


		Re:	245
                                         Park Avenue Trust 2017-245P, Commercial Mortgage Pass-Through Certificates, Series 2017-245P



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 30, 2017 (the “245 Park Avenue Trust 2017-245P TSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer,
AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, certificate administrator, Wilmington
Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the 245 Park Avenue Trust 2017-245P TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “CD5
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “CD5 Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “CD5 Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (in such capacity, the “CD5 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “CD5 Operating Advisor”) and asset representations
reviewer (in such capacity, the “CD5 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “CD5 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “CD5 Trustee”), pursuant to which the CD 2017-CD5 Mortgage Trust (the “CD5
Trust”) was established and the Companion Loans evidenced by promissory notes A-2-C-1-B and A-2-C-2 were transferred
to the CD5 Trust as of August 15, 2017 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the CD5 PSA, is the holder of the Companion Loans evidenced by promissory notes
A-2-C-1-B and A-2-C-2. You are directed to remit to Wells Fargo Bank, National Association, as master servicer under the CD5 PSA,
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National
Association, as master servicer under the CD5 PSA, all reports, statements, documents, communications and other information that
are to be forwarded, delivered or otherwise made available to the related Companion Loan Holders with respect to the Companion
Loans evidenced by promissory notes A-2-C-1-B and A-2-C-2 under the 245 Park Avenue Trust 2017-245P TSA and the Co-Lender Agreement.
The wire instructions for Wells Fargo Bank, National Association, as CD5 Master Servicer, are as follows:





Bank:
Wells Fargo Bank, National Association


 






    FF-3-2 


     


    

 


Account
Name: REAM as Trustee for Various Investors – Incoming Wires 


ABA:
121000248 


Account
#: 5077594011216 


Reference:
Wells Fargo CMS Loan Number __________________


 


2.       The
contact information for the CD5 Trustee, the CD5 Certificate Administrator, the CD5 Master Servicer, the CD5 Special Servicer,
the CD5 Operating Advisor, the CD5 Asset Representations Reviewer and the CD5 Depositor with respect to the Companion Loans evidenced
by promissory notes A-2-C-1-B and A-2-C-2 is as follows:


 


	CD5
    Trustee:	Wilmington
                                         Trust, National Association

                                         1100 North Market Street


        Wilmington,
        Delaware 19890


        Attention:
        CMBS Trustee – CD 2017-CD5


        Fax
        number (302) 636-4140


        Email:
        cmbstrustee@wilmingtontrust.com

        
	CD5
    Certificate Administrator:	Citibank,
N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - CD 2017-CD5

Fax number: (212) 816-5527

        Email:
        ratingagencynotice@citi.com 

	CD5
    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:
        CD 2017-CD5 Asset Manager


        Fax
        number: (704) 715-0036


        Email:
        Commercial.servicing@wellsfargo.com


         

        with
        a copy to

         


        Wells
        Fargo Bank, National Association


        Legal
        Department


        301
        South College Street


        TW-30,
        D1053-300


        Charlotte,
        North Carolina 28202-6000


        Attention:
        Commercial Mortgage Servicing Legal Support


        Fax
        number: (704) 383-3663


        

        

        



 






    FF-3-3 


     


    

 


	 	with
                                         a copy to

                                                                                 

                                                                                K&L
                                         Gates LLP

                                                                                Hearst
                                         Tower

                                                                                214
                                         North Tryon Street

                                                                                Charlotte,
                                         North Carolina 28202

                                                                                Attention:
                                         Stacy G. Ackermann

                                                                                Fax
                                         number: (704) 353-3190

	CD5
    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:


         

        Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer


        Facsimile
        number: (305) 229-6425


        E-mail:
        niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com 

and jeff.krasnoff@rialtocapital.com

        
	CD5
    Operating Advisor and CD5 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC


        600
        Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        CD 2017-CD5 – Surveillance Manager


         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        
	CD5
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         390 Greenwich Street, 5th Floor

                                         New York, New York 10013

                                         Attention: Paul Vanderslice

                                         Fax number (212) 723-8599


         

        and


        

        


 






    FF-3-4 


     


    

 


		
        Citigroup
        Commercial Mortgage Securities Inc.


        390
        Greenwich Street


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number (646) 328-2943


         

        and


         

        Citigroup
        Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number (646) 862-8988


         

        and

         


        with
        an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor
        at ryan.m.oconnor@citi.com

        


 


3.       The
CD5 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the CD5 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the CD5 PSA) under the CD5 PSA is RREF III-D AIV RR, LLC.


 


	 	Very truly yours,
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:















 






    FF-3-5 


     


    

 


EXHIBIT
FF-4


 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(Starwood
Capital Group Hotel Portfolio)


 


[Date]








	Wells
                           Fargo Bank, National Association


        9062
        Old Annapolis Road


        Columbia,
        Maryland 21045


        Attention:
        Corporate Trust Services — DBJPM 2017-C6


         

        with
        copies to:


         

        ct.cmbs.bond.admin@wellsfargo.com;
        and


        trustadministrationgroup@wellsfargo.com

	 	Wells
                           Fargo Bank, National Association


        9062
        Old Annapolis Road


        Columbia,
        Maryland 21045


        Attention:
        Corporate Trust Services — DBJPM 2017-C6

         


        with
        copies to:

         


        ct.cmbs.bond.admin@wellsfargo.com;
        and


        trustadministrationgroup@wellsfargo.com


	 	 	 
	Midland
        Loan Services, a Division of PNC 

Bank, National Association


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President – Division Head


        Fax
        Number: (888) 706-3565


         

        with
        a copy to:


         

        Stinson
        Leonard Street LLP


        1201
        Walnut Street, Suite 2900


        Kansas
        City, Missouri 64106-2150


        Fax
        Number: (816) 412-9338


        Attention:
        Kenda K. Tomes

	 	Pentalpha
        Surveillance LLC


        375
        N. French Road, Suite 100


        Amherst,
        New York 14228


        Attention:
        DBJPM 2017-C6 Transaction Manager

         


        With
        a copy sent via email to: notices@pentalphasurveillance.com with the deal name on 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




 


		Re:	DBJPM
                                         2017-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C6



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “DBJPM 2017-C6 PSA”),
between Deutsche Mortgage & Asset Receiving


 






    FF-4-1 


     


    

 


Corporation,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells
Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Pentalpha Surveillance
LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings
given to them in the DBJPM 2017-C6 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “CD5
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “CD5 Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “CD5 Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (in such capacity, the “CD5 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “CD5 Operating Advisor”) and asset representations
reviewer (in such capacity, the “CD5 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “CD5 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “CD5 Trustee”), pursuant to which the CD 2017-CD5 Mortgage Trust (the “CD5
Trust”) was established and the Starwood Capital Group Hotel Portfolio Companion Loans evidenced by promissory notes
A-8 and A-10 were transferred to the CD5 Trust as of August 15, 2017 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the CD5 PSA, is the holder of the Starwood Capital Group Hotel Portfolio Companion
Loans evidenced by promissory notes A-8 and A-10. You are directed to remit to Wells Fargo Bank, National Association, as master
servicer under the CD5 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to
Wells Fargo Bank, National Association, as master servicer under the CD5 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to the related Companion Loan Noteholders
with respect to the Starwood Capital Group Hotel Portfolio Companion Loans evidenced by promissory notes A-8 and A-10 under the
DBJPM 2017-C6 PSA and the Intercreditor Agreement with respect to the Starwood Capital Group Hotel Portfolio Whole Loan. The wire
instructions for Wells Fargo Bank, National Association, as CD5 Master Servicer, are as follows:


 


Bank:
Wells Fargo Bank, National Association


 


Account
Name: REAM as Trustee for Various Investors – Incoming Wires 


ABA:
121000248 


Account
#: 5077594011216 


Reference:
Wells Fargo CMS Loan Number __________________


 


2.       The
contact information for the CD5 Trustee, the CD5 Certificate Administrator, the CD5 Master Servicer, the CD5 Special Servicer,
the CD5 Operating Advisor, the CD5 Asset Representations Reviewer and the CD5 Depositor with respect to the Starwood Capital Group
Hotel Portfolio Companion Loans evidenced by promissory notes A-8 and A-10 is as follows:


 






    FF-4-2 


     


    

 


	CD5
    Trustee:	Wilmington
                                         Trust, National Association

                                         1100 North Market Street


        Wilmington,
        Delaware 19890


        Attention:
        CMBS Trustee – CD 2017-CD5


        Fax
        number (302) 636-4140


        Email:
        cmbstrustee@wilmingtontrust.com

        
	CD5
    Certificate Administrator:	Citibank,
                                         N.A.

                                         388 Greenwich Street

                                         New York, New York 10013

                                         Attention: Citibank Agency & Trust - CD 2017-CD5

                                         Fax number: (212) 816-5527

         Email:
        ratingagencynotice@citi.com 

	CD5
    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:
        CD 2017-CD5 Asset Manager


        Fax
        number: (704) 715-0036


        Email:
        Commercial.servicing@wellsfargo.com


         

        with
        a copy to


         

        Wells
        Fargo Bank, National Association


        Legal
        Department


        301
        South College Street


        TW-30,
        D1053-300


        Charlotte,
        North Carolina 28202-6000


        Attention:
        Commercial Mortgage Servicing Legal Support


        Fax
        number: (704) 383-3663


         

        with
        a copy to

        



        K&L
        Gates LLP


        Hearst
        Tower


        214
        North Tryon Street


        Charlotte,
        North Carolina 28202


        Attention:
        Stacy G. Ackermann


        Fax
        number: (704) 353-3190

        



 






    FF-4-3 


     


    

 


	CD5
    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:

         


        Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer


        Facsimile
        number: (305) 229-6425


        E-mail:
        niral.shah@rialtocapital.com, 

adam.singer@rialtocapital.com 

and jeff.krasnoff@rialtocapital.com

        
	CD5
    Operating Advisor and CD5 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC


        600
        Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        CD 2017-CD5 – Surveillance Manager


         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        
	CD5
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         390 Greenwich Street, 5th Floor

                                         New York, New York 10013

                                         Attention: Paul Vanderslice

                                         Fax number (212) 723-8599


         

        and


         

        Citigroup
        Commercial Mortgage Securities Inc.


        390
        Greenwich Street


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number (646) 328-2943


         

        and


         

        Citigroup
        Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 17th Floor


        

        


 



    FF-4-4 


     


    




 


		

        


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number (646) 862-8988


         

        and


         

        with
        an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor
        at ryan.m.oconnor@citi.com

        





 


3.       The
CD5 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the CD5 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the CD5 PSA) under the CD5 PSA is RREF III-D AIV RR, LLC.


 


	 	Very truly yours,
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    FF-4-5 


     


    

 









EXHIBIT
FF-5


 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(Gurnee
Mills)


 


[Date]


 



 


	Wilmington
                           Trust, National Association


        1100
        North Market Street


        Wilmington,
        Delaware 19890


        Attention:
        CMBS Trustee CSAIL 2016-C7


         

        with
        a copy to:


         

        Telecopy
        number: (302) 636-4140


        Email:
        CMBSTrustee@wilmingtontrust.com

	 	Wells
                           Fargo Bank, National Association


        9062
        Old Annapolis Road


        Columbia,
        Maryland 21045-1951


        Attention:
        Corporate Trust Services (CMBS)


        CSAIL
        2016-C7 Commercial Mortgage Trust


         

        with
        a copy to:


         

        Telecopy
        Number: (410) 715-2380


        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com, 

and to trustadministrationgroup@wellsfargo.com


	 	 	 
	Wells
        Fargo Bank, National Association


        Commercial
        Mortgage Servicing


        Three
        Wells Fargo


        401
        S. Tryon Street, 8th Floor


        MAC
        D1050-084


        Charlotte,
        NC 28202


        Attention:
        CSAIL 2016-C7 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:
        CSAIL 2016-C7


         

        with
        a copy to:


         

        K&L
        Gates LLP


        Hearst
        Tower, 47th Floor


        214
        North Tryon Street


        

	 	Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Liat Heller


        Fax
        number: (305) 229-6425


        Email:
        liat.heller@rialtocapital.com


         

        with
        a copy to:

         


        Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Jeff Krasnoff


        Fax
        number: (305) 229-6425


        Email:
        jeff.krasnoff@rialtocapital.com


         

        with
        a copy to:


         

        Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Niral Shah


        Fax
        number: (305) 229-6425


        Email:
        niral.shah@rialtocapital.com


         

        with
        a copy to: 


        




 



    FF-5-1 


     


    




 





	


        Charlotte,
        North Carolina 28202


        Attention:
        Stacy G. Ackermann


        Facsimile
        Number: (704) 353-3190

	 	


        Rialto
        Capital Advisors, LLC


        790
        NW 107th Avenue, 4th Floor


        Miami,
        Florida 33172


        Attention:
        Adam Singer


        Fax
        number: (305) 229-6425


        Email:
        adam.singer@rialtocapital.com


	 	 	 
	Park
        Bridge Lender Services LLC


        600
        Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        CSAIL 2016-C7-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

	 	 


 


		Re:	CSAIL
                                         2016-C7 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-C7



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “CSAIL 2016-C7 PSA”),
between Credit Suisse Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the CSAIL 2016-C7 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “CD5
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “CD5 Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “CD5 Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (in such capacity, the “CD5 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “CD5 Operating Advisor”) and asset representations
reviewer (in such capacity, the “CD5 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “CD5 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “CD5 Trustee”), pursuant to which the CD 2017-CD5 Mortgage Trust (the “CD5
Trust”) was established and the Gurnee Mills Companion Loan evidenced by promissory note A-4A was transferred to the
CD5 Trust as of August 15, 2017 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the CD5 PSA, is the holder of the Gurnee Mills Companion Loan evidenced by promissory
note A-4A. You are


 






    FF-5-2 


     


    

 


directed
to remit to Wells Fargo Bank, National Association, as master servicer under the CD5 PSA, all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the
CD5 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to the related Companion Holder with respect to the Gurnee Mills Companion Loan evidenced by promissory note A-4A
under the CSAIL 2016-C7 PSA and the Gurnee Mills Co-Lender Agreement. The wire instructions for Wells Fargo Bank, National Association,
as CD5 Master Servicer, are as follows:


 


Bank:
Wells Fargo Bank, National Association


 


Account
Name: REAM as Trustee for Various Investors – Incoming Wires 


ABA:
121000248 


Account
#: 5077594011216 


Reference:
Wells Fargo CMS Loan Number __________________


 


2.       The
contact information for the CD5 Trustee, the CD5 Certificate Administrator, the CD5 Master Servicer, the CD5 Special Servicer,
the CD5 Operating Advisor, the CD5 Asset Representations Reviewer and the CD5 Depositor with respect to the Gurnee Mills Companion
Loan evidenced by promissory note A-4A is as follows:


 


	CD5
    Trustee:	Wilmington
                                         Trust, National Association

                                         1100 North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee – CD 2017-CD5 

        Fax
        number (302) 636-4140 

        Email:
        cmbstrustee@wilmingtontrust.com 

	CD5
    Certificate Administrator:	Citibank,
                                         N.A.

                                         388 Greenwich Street

                                         New York, New York 10013

                                         Attention: Citibank Agency & Trust - CD 2017-CD5

                                         Fax number: (212) 816-5527 

        Email:
        ratingagencynotice@citi.com 




 






    FF-5-3 


     


    

 


	CD5
    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:
        CD 2017-CD5 Asset Manager 

        Fax
        number: (704) 715-0036 

        Email:
        Commercial.servicing@wellsfargo.com

         

        with
        a copy to

         

        Wells
        Fargo Bank, National Association 

        Legal
        Department 

        301
        South College Street 

        TW-30,
        D1053-300 

        Charlotte,
        North Carolina 28202-6000 

        Attention:
        Commercial Mortgage Servicing Legal Support

         Fax
        number: (704) 383-3663

         

        with
        a copy to

         

        K&L
        Gates LLP 

        Hearst
        Tower 

        214
        North Tryon Street 

        Charlotte,
        North Carolina 28202 

        Attention:
        Stacy G. Ackermann 

        Fax
        number: (704) 353-3190 




 






    FF-5-4 


     


    

 


	CD5
    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:

         

        Rialto
        Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer 

        Facsimile
        number: (305) 229-6425 

        E-mail:
        niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com 

	CD5
    Operating Advisor and CD5 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016 

        Attention:
        CD 2017-CD5 – Surveillance Manager 

         

        with
        copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com 

	CD5
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         390 Greenwich Street, 5th Floor

                                         New York, New York 10013

                                         Attention: Paul Vanderslice

                                         Fax number (212) 723-8599

         

        and

         

        Citigroup
        Commercial Mortgage Securities Inc. 

        390
        Greenwich Street 

        New
        York, New York 10013 

        Attention:
        Richard Simpson 

        Fax
        number (646) 328-2943

         

        and

         

        Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor 

        



 






    FF-5-5 


     


    

 





		

        New
        York, New York 10013 

        Attention:
        Ryan M. O’Connor 

        Fax
        number (646) 862-8988

         

        and

         

        with
        an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor
        at ryan.m.oconnor@citi.com 



 


3.       The
CD5 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the CD5 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the CD5 PSA) under the CD5 PSA is RREF III-D AIV RR, LLC.


 


	 	Very truly yours,
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    FF-5-6 


     


    

 


EXHIBIT
GG


 


[RESERVED]






    GG-1 


     


    

 





EXHIBIT
HH


 


FORM
OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	CD 2017-CD5 Mortgage
    Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of August 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 by the Certificate Administrator, and is hereby issuing the following
Asset Review Report.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.  


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test 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.

         

         

        4.

         
	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.

         

        Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. 



 


 


	 	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer
	 	 
	 	By:	Park Bridge Advisors LLC, a New
    York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member
	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 	 	 





 


 






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.


 






    HH-1 


     


    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 





 






    HH-2 


     


    

 


EXHIBIT
II


 


FORM
OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	CD 2017-CD5 Mortgage
    Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of August 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 by the Certificate Administrator, and is hereby issuing the following
Asset Review Report Summary.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.



 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test 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.


 





	 	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer
	 	 
	 	By:	Park Bridge Advisors LLC, a New
    York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member
	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 	 	 





 


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. 


 






    II-1 


     


    

 


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





 






    II-2 


     


    

 


EXHIBIT
JJ


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for Asset
Review of each Delinquent Loan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them
in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the terms of the Pooling and
Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


		Step
                            1	Asset
                                         Representations Reviewer (“ARR”) receives the following items before
                                         beginning its review:



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Delinquent Loans



 


		■	Review
                                         Materials for each Delinquent Loan via Secure Data Room access, including, among other
                                         documents, the Diligence File



 


		■	Any
                                         Unsolicited Information (if applicable)



 


		Step
                            2	For
                                         each Delinquent Loan, ARR inventories all Review Materials to which ARR is provided access
                                         in the Secure Data Room to determine what, if any, Review Materials for such Delinquent
                                         Loan are missing, using the list of documents in the definition of “Mortgage File”
                                         of this Agreement, any comparable lists included in the related Loan Purchase Agreement,
                                         and any closing checklist from the origination of such Delinquent Loan, to guide its
                                         review and determination



 






    JJ-1 


     


    

 


		Step
                            3	If
                                         ARR determines that the Review Material made available or delivered to it in the Secure
                                         Data Room with respect to any Delinquent Loan is missing any documents required to complete
                                         an Asset Review of such Delinquent Loan, ARR shall prepare list of such missing documents
                                         and notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the
                                         Special Servicer (with respect to Specially Serviced Loans) of such missing documents.
                                         If any missing documents are not provided by the Master Servicer or the Special Servicer,
                                         as applicable, the ARR shall request such documents from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 


		Step
                            4	For
                                         each Delinquent Loan for which ARR has received all Review Materials required to complete
                                         an Asset Review of such Delinquent Loan, ARR tests such Delinquent Loan for compliance
                                         with each representation and warranty made by the related Mortgage Loan Seller with respect
                                         to such Delinquent Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists 



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion



 


		○	completing
                                         the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
                                         herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein


 






    JJ-2 


     


    

 





EXHIBIT
KK


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Citibank,
N.A.

388 Greenwich Street 


New
York, New York 10013 


Attention:
Global Transaction Services – CD 2017-CD5


 


		Attention:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5



  


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 







		1.	The
                                         undersigned is an authorized representative of [________________________].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement, (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of
                                         any Certificate.]1




  






 



 


1
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.


 






    KK-1 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	 	 
	 	[_________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



 



 


Dated:
_______


 


[Citigroup
Commercial Mortgage Securities Inc. 


as
Depositor]1 






	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 


 



    KK-2 


     


    

 











EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE 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:
        CD 2017-CD5 Asset Manager

        Email: Commercial.servicing@wellsfargo.com

         
	Rialto
                           Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

         

	Park
        Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016 

        Attention:
        CD 2017-CD5 – Surveillance Manager 

        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	 


 


		Attention:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5



 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, 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)





 






    LL-1 


     


    

 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.





	 	 	 
	 	Citibank,
    N.A., as Certificate Administrator for the Holders of the CD 2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
    Series 2017-CD5
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]














 






    LL-2 


     


    

 


EXHIBIT
MM


 


Form
of Certificate Administrator Receipt in Respect of Certificates Evidencing Some or All of the RR Interest


 


[Date]


 


[Name
and Address of Retaining Party]


 


		Re:	CD
                                         2017-CD5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD5
                                         (Citigroup Commercial Mortgage Securities Inc. as Depositor)



 


In
accordance with Section 5.02(f) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Agreement”),
pursuant to which the captioned series of commercial mortgage pass-through certificates (the “Certificates”)
were issued, the undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees
that it will hereafter hold in the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto
(the “Subject Certificates”), which constitute some or all of the RR Interest, for the benefit of [Name of
Retaining Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject Certificates
will be made to the registered holder thereof in accordance with the Agreement, including pursuant to any written wiring instructions
provided in accordance with the Agreement.


 


This
receipt is solely for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will
not entitle such Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject
to the restrictions on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in
accordance with, the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	CITIBANK,
    N.A.,

    not in its individual capacity

    but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    MM-1 


     


    

 








Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

                                         (CUSIP) 
	Certificate

                                         No. 
	Initial

                                         Certificate Balance 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 






    MM-2