Exhibit 4.30 


 


EXECUTION
VERSION


  


PRIMARY
SERVICING AGREEMENT


 


UBS
Commercial Mortgage Securitization Corp.,


 


Commercial
Mortgage Pass-Through Certificates


 


Series
2017-C5


 


Dated
as of November 1, 2017


 


By
and Between


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,


 


Master
Servicer


 


and


 


BERKELEY
POINT CAPITAL LLC


 


Primary
Servicer


 






    


     


    

 


TABLE
OF CONTENTS


  


	ARTICLE I.
	DEFINITIONS	1
	Section
    1.01.   Defined Terms	1
	ARTICLE II.
	RETENTION AND AUTHORITY OF PRIMARY SERVICER	3
	Section
    2.01.   Servicing Standard; Commencement of Servicing Responsibilities	3
	Section
    2.02.   Sub-Subservicing	3
	Section
    2.03.   Authority of Primary Servicer	4
	ARTICLE III.
	SERVICES TO BE PERFORMED	5
	Section
    3.01.   Services as Primary Servicer	5
	Section
    3.02.   Portfolio Manager	9
	Section
    3.03.   Maintenance of Errors and Omissions and Fidelity Coverage	9
	Section
    3.04.   Delivery and Possession of Servicing Files	10
	Section
    3.05.   Annual Compliance Statements	10
	Section
    3.06.   Annual Reports on Assessment of Compliance with the Servicing Criteria	10
	Section
    3.07.   Annual Independent Public Accountants’ Attestation Report	11
	Section
    3.08.   Sarbanes-Oxley Certification	12
	Section
    3.09.   Delivery of Mortgage Loan Purchase Agreement	13
	ARTICLE IV.
	PRESERVATION OF THE REMICS	13
	ARTICLE V.
	PRIMARY SERVICER’S COMPENSATION AND EXPENSES	13
	Section
    5.01.   Primary Servicing Compensation	13
	ARTICLE VI.
	THE MASTER SERVICER AND THE PRIMARY SERVICER	14
	Section
    6.01.   Primary Servicer Not to Assign; Merger or Consolidation of the Primary Servicer	14



 






    i


     


    

 


	Section
    6.02.   Liability and Indemnification of the Primary Servicer and the Master Servicer	15
	Section
    6.03.   Representations and Warranties	18
	ARTICLE VII.
	PRIMARY SERVICER TERMINATION EVENTS; TERMINATION	19
	Section
    7.01.   Primary Servicer Termination Events; Primary Servicer Third Party Purchaser Non-Affiliate Covenant	19
	Section
    7.02.   Termination of Agreement	23
	ARTICLE VIII.
	MISCELLANEOUS PROVISIONS	24
	Section
    8.01.   Rating Agency Communications	24
	Section
    8.02.   Amendment	25
	Section
    8.03.   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	25
	Section
    8.04.   Notices	26
	Section
    8.05.   Consistency with PSA; Severability of Provisions	27
	Section
    8.06.   Inspection and Audit Rights	27
	Section
    8.07.   Protection of Confidential Information	27
	Section
    8.08.   Binding Effect; No Partnership; Counterparts	27
	Section
    8.09.   Third Party Beneficiaries	28
	Section
    8.10.   Article and Section Headings	28


 






    ii


     


    

 


LIST
OF EXHIBITS


 


Schedule
I Mortgage Loan Schedule


 


Exhibit
“A” Day One Report


 


Exhibit
“B” Inspection Reports


 


Exhibit
“C” Quarterly Reports


 


Exhibit
“D” Remittance Reports


 


Exhibit
“E” Form of Mortgagee Clause for Insurance Policies


 




    iii


     


    

 


THIS
PRIMARY SERVICING AGREEMENT dated as of November 1, 2017 is between Midland Loan Services, a Division of PNC Bank, National Association
(together with its successors and assigns permitted under the PSA, the “Master Servicer” or “Midland”),
and Berkeley Point Capital LLC (together with its successors and permitted assigns hereunder, the “Primary Servicer”).


 


PRELIMINARY
STATEMENT


 


Pursuant
to the Pooling and Servicing Agreement (the “PSA”) dated as of November 1, 2017, among UBS Commercial Mortgage Securitization
Corp., as Depositor, Midland, as Master Servicer and Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, with respect
to the UBS Commercial Mortgage Securitization Corp., Commercial Mortgage Pass-Through Certificates, Series 2017-C5 (a copy of
which has been delivered to the Primary Servicer), the Master Servicer shall be servicing the Mortgage Loans on behalf of the
Trust.


 


The
Master Servicer and the Primary Servicer desire to enter into an agreement whereby the Primary Servicer assumes and agrees to
perform certain of the Master Servicer’s servicing responsibilities with respect to the Mortgage Loans as more specifically
set forth herein.


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of the recitals in the above Preliminary Statement which are made a contractual part hereof, and of
the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE
I.



DEFINITIONS


 


Section
1.01.     Defined Terms.


 


For
purposes of this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the PSA, and
the following capitalized terms shall have the respective meanings set forth below.


 


“Accepted
Primary Servicing Practices”: As defined in Section 2.01 hereof.


 


“Additional
Primary Servicing Compensation”: As defined in Section 5.01 hereof.


 


“Agreement”:
This Primary Servicing Agreement, as the same may be amended or modified by the parties from time to time.


 


“CREFC®
Reporting Format”: The CREFC® Investor Reporting Package reporting and data format; provided, however, that if such
format is no longer applicable or in existence,


 






    1


     


    

 


then such other commercial mortgage servicing industry standard reporting and
data format reasonably approved by the Master Servicer.


 


“Day
One Report”: With respect to each of the Mortgage Loans, the report setting forth the Periodic Payment for the current
month and the amount of any unscheduled payments, Balloon Payments, Principal Prepayments, and Prepayment Premiums for which the
Primary Servicer has received notice, substantially in the form attached hereto as Exhibit “A”.


 


“Inspection
Reports”: The inspection reports substantially in the form attached hereto as Exhibit “B”.


 


“Losses”:
As defined in Section 6.02(b) hereof.


 


“Master
Servicer”: As defined in the first paragraph of this Agreement.


 


“Mortgage
Loan”: Each of the mortgage loans identified on the Mortgage Loan Schedule.


 


“Mortgage
Loan Schedule”: The schedule of certain mortgage loans that is annexed to the Primary Servicer’s signature
page included herewith, which schedule sets forth certain information with respect to such mortgage loans, including, without
limitation, the related Primary Servicing Fee Rate.


 


“Primary
Servicer”: As defined in the first paragraph of this Agreement.


 


“Primary
Servicer Accounts”: The segregated Collection Accounts and the segregated Servicing Accounts maintained by the Primary
Servicer hereunder in the name of the Primary Servicer in trust for the Master Servicer on behalf of the Trustee in trust for
the benefit of the Holders.


 


“Primary
Servicer Parties”: As defined in Section 6.02(a) hereof.


 


“Primary
Servicer Remittance Date”: With respect to any Determination Date, the Business Day immediately following such Determination
Date.


 


“Primary
Servicer Termination Event”: Any primary servicer termination event as set forth in Section 7.01 hereof.


 


“Primary
Servicing Fee”: With respect to each Mortgage Loan and for any Distribution Date, that portion of the Servicing Fee
payable by the Master Servicer to the Primary Servicer, which shall be an amount per calendar month equal to the product of the
Primary Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan, as determined on the same basis as for the
calculation of the Servicing Fee under the PSA.


 


“Primary
Servicing Fee Rate”: The per annum rate for each Mortgage Loan as set forth in the related Mortgage Loan Schedule.


 






    2


     


    

 


“Primary
Servicing File”: With respect to each Mortgage Loan, all documents, information and records relating to such Mortgage
Loan that are necessary or appropriate to enable the Primary Servicer to perform its obligations hereunder and any additional
documents or information related thereto maintained or created in any form by the Primary Servicer, including, without limitation,
all analysis, working papers, inspections reports, written communications with any Mortgagor, and all other information collected
from or concerning any Mortgagor or the related Mortgaged Property in the Primary Servicer’s possession.


 


“PSA”:
As defined in the above Preliminary Statement to this Agreement.


 


“Quarterly
Reports”: The quarterly reports and certifications substantially in the form attached hereto as Exhibit “C”.


 


“Remittance
Reports”: The remittance reports substantially in the form attached hereto as Exhibit “D”.


 


“Responsible
Officer”: Any officer or employee of the Primary Servicer or the Master Servicer, as the case may be, involved in or
responsible for the administration, supervision or management of this Agreement and whose name and specimen signature appear on
a list prepared by each party and delivered to the other party, as such list may be amended from time to time by either party.


 


“Special
Servicer Non-Major Decision”: As defined in the PSA.


 


ARTICLE
II.



RETENTION AND AUTHORITY OF PRIMARY SERVICER


 


Section
2.01.     Servicing Standard; Commencement of Servicing Responsibilities.


 


The
Master Servicer hereby engages the Primary Servicer to perform, and the Primary Servicer hereby agrees to perform, servicing with
respect to all of the Mortgage Loans throughout the term of this Agreement, upon and subject to the terms, covenants and provisions
hereof. The Primary Servicer shall perform its services hereunder in accordance with (a) applicable laws, (b) the terms and provisions
of the Mortgage Loans, (c) the express terms hereof and the PSA, (d) subject to Section 2.03(b) hereof, the reasonable directions
and instructions of the Master Servicer (including, without limitation, the forms and report formats reasonably requested by the
Master Servicer) and (e) all requirements pertaining to the performance of such services under the PSA, including, without limitation,
the Servicing Standard. The above-described servicing standards are herein referred to as “Accepted Primary Servicing Practices.”


 


Section
2.02.     Sub-Subservicing.


 


To
the extent necessary for the Primary Servicer to comply with applicable laws, or if otherwise consented to by the Master Servicer,
the Primary Servicer may enter into any sub-subservicing agreement with a sub-subservicer that would permit such sub-subservicer
to perform any or all of the Primary Servicer’s servicing responsibilities under this Agreement;


 






    3


     


    

 


provided, however, if such sub-subservicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation AB, no such sub-subservicer
may be Risk Retention Affiliated with or a Risk Retention Affiliate of any Third Party Purchaser. Notwithstanding any sub-subservicing
agreement, the Primary Servicer shall remain obligated and primarily liable to the Master Servicer for the servicing and administering
of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by
virtue of such sub-subservicing agreement to the same extent and under the same terms and conditions as if the Primary Servicer
were servicing the Mortgage Loans alone. Any such sub-subservicing agreement must be consistent with the provisions of Section
3.20 of the PSA.


 


Section
2.03.        Authority of Primary Servicer.


 


(a)          Except
as otherwise provided herein and subject to the terms of this Agreement and the Master Servicer’s limitations of authority
as Master Servicer under the PSA, in performing its obligations hereunder, the Primary Servicer shall have full power and authority
to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that
the Primary Servicer shall not take any of the following actions with respect to any Mortgage Loan without obtaining the prior
written consent of the Master Servicer (which consent may be in the form of an asset business plan approved in writing by the
Master Servicer and shall be subject to the prior approval of the Special Servicer or the Directing Certificateholder, if so required
under the PSA, which approvals shall be requested by the Master Servicer and upon receipt of all approvals by Master Servicer,
Primary Servicer shall proceed to close such transactions):


 


(i)         the
modification, waiver or amendment, whether or not material, of or with respect to any Mortgage Loan, including, without limitation,
any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension
rights or prepayment provisions or the substitution, release or addition of any collateral for any Mortgage Loan or relate to
any waiver of or granting of consent under a “due-on-sale” or “due-on-encumbrance” clause;


 


(ii)        the
granting or withholding of consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest of an
owner of a Mortgaged Property and entering into any assumption agreement in connection therewith;


 


(iii)       the
granting or withholding of consent to any request for approval to place subordinate financing on a Mortgaged Property;


 


(iv)       the
determination of whether or not to release proceeds of condemnation or casualty insurance to the Mortgagor under any Mortgage
Loan;


 


(v)        the
waiver of any Penalty Charge or Prepayment Premium under any Mortgage Loan;


 


(vi)       the
waiver of any late Penalty Charges in connection with any delinquent scheduled payment or Balloon Payment with respect to any
Mortgage Loan;


 






    4


     


    

 


(vii)      any
action to initiate, prosecute and manage foreclosure proceedings and other legal proceedings related thereto in connection with
any Mortgage Loan;


 


(viii)     the
permitting of or modification of a Mortgage Loan to permit a Principal Prepayment of a Mortgage Loan on a date other than its
Due Date;


 


(ix)        any
action requiring the consent of the Master Servicer, the Directing Certificateholder, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer, the Operating Advisor, any party under an Other Pooling and Servicing Agreement or the Special
Servicer under the PSA;


 


(x)         the
granting or withholding consent to any request for defeasance of any Mortgage Loan;


 


(xi)        the
granting of any consent, approval or direction regarding the termination of (a) the related property manager or the designation
of any replacement property manager or (b) with respect to a hospitality property, the franchise or the designation of a new franchise;
or


 


(xii)       the
authorizing of any Servicing Transfer Event under PSA Section 3.19 and as defined in the definition of Servicing Transfer Event;
provided, however, that if the Primary Servicer determines that a Servicing Transfer Event should occur, the Primary Servicer
shall immediately provide to the Master Servicer notice of such event along with the Primary Servicer’s recommendation and
supporting documentation and further provide to the Master Servicer additional information as the Master Servicer reasonably requests;
or


 


(xiii)      any
Major Decision or Special Servicer Non-Major Decision.


 


(b)          Regardless
of whether the consent or approval of the Master Servicer is required pursuant to this Agreement, the Primary Servicer shall take
any action that is directed by the Master Servicer which relates to the Primary Servicer’s obligations under this Agreement;
provided, however, that the Primary Servicer shall not be obligated to take any such action to the extent that the Primary Servicer
determines in its reasonable discretion that such action may cause (i) a violation of applicable laws, court orders or restrictive
covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of a Mortgage Loan.


 


ARTICLE
III.



SERVICES TO BE PERFORMED


 


Section
3.01.        Services as Primary Servicer.


 


With
respect to each Mortgage Loan subject to this Agreement, the Primary Servicer shall, in accordance with Accepted Primary Servicing
Practices and subject to the supervision of the Primary Servicer by the Master Servicer, perform the following servicing activities
on behalf of the Master Servicer:


 






    5


     


    

 


(a)          the
Primary Servicer shall perform the duties and obligations of the Master Servicer as the Master Servicer under PSA Sections 2.01(d),
(g) and (i) (conveyance of mortgage loans); 2.02(d), (g) and (h) (15Ga-1 notices); 2.03(b), (d), (f), (g), and (j)–(o) (repurchase
and substitution of loans); 3.01 (general servicing), 3.02 (collections); 3.03 (taxes and insurance; escrows; servicing accounts);
3.04 (collection account); 3.06 (investment of funds); 3.07 (insurance); 3.08 (due-on sale/encumbrance enforcement; assumptions);
3.10 (release of files); 3.12 (inspections and reports); 3.13 (access); 3.17 (additional obligations); 3.18 (defeasances and modifications);
3.19 (servicing transfers); 3.22 (Directing Certificateholder contact); 3.24 (intercreditor agreements); 3.29 (non-serviced loans
and serviced companion loans); 10.01 (REMIC administration); 10.03(b) (REMIC cooperation); Article XI (Exchange Act reporting
and Regulation AB compliance) and Article XII (asset representations reviewer file review compliance); provided, however, that:


 


(i)        no
Primary Servicer shall have any obligation to make Advances, provided that the Primary Servicer shall promptly notify the Master
Servicer in the event any Advance is required to be made or an expense of the Trust Fund is required to be incurred;


 


(ii)        Section
5.01 hereof shall control with respect to which fees or charges the Primary Servicer may retain under PSA Sections 3.05 and 3.11;


 


(iii)       PSA
Section 3.06 shall only be applicable with respect to the Primary Servicer Accounts;


 


(iv)      any
reports, certifications and other documentation which are required to be provided by the Master Servicer to the Trustee, the Certificate
Administrator, the Depositor, the Directing Certificateholder, any Mortgage Loan Seller, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer or any party to an Other Pooling and Servicing Agreement shall be provided by the Primary Servicer
to the Master Servicer or as otherwise directed by the Master Servicer;


 


(v)       the
Primary Servicer shall not be responsible for any mortgage loan pool-wide reporting, including, without limitation, preparing,
signing and filing with the appropriate Person any reports, statements and information under PSA Section 4.02; and


 


(vi)      except
as otherwise provided for in this Agreement and for so long as the Primary Servicer is an affiliate of the applicable Mortgage
Loan Seller, the Primary Servicer shall not be responsible for enforcing the obligations of such Mortgage Loan Seller under Section
5 of the applicable Mortgage Loan Purchase Agreement as provided for in the first paragraph of Section 2.03(f) of the PSA, but
if Primary Servicer is not an affiliate of the applicable Mortgage Loan Seller, then the Primary Servicer shall perform all duties
and obligations required under Section 2.03(f) of the PSA; and


 






    6


     


    

 


(vii)      subject
to Section 2.03(a)(xiii), the Primary Servicer shall not take any actions under and shall immediately forward to the Master Servicer
any request which would qualify as a Major Decision or Special Servicer Non-Major Decision and provide written notice to the Master
Servicer of issues arising with respect to Major Decisions and Special Servicer Non-Major Decisions;


 


(b)         the
Primary Servicer shall promptly notify the Master Servicer in writing upon discovery or receipt of notice by the Primary Servicer
of the occurrence of any event that causes, or with notice or the passage of time or both, would cause any Mortgage Loan to become
a Specially Serviced Loan in accordance with the definition of “Specially Serviced Loan” set forth in the PSA;


 


(c)         the
Primary Servicer shall promptly advise the Master Servicer of all material collection and customer service issues and furnish
the Master Servicer with copies of all written communications regarding such issues between the Primary Servicer and any Mortgagor
or any third party in connection with the Primary Servicer’s obligations hereunder;


 


(d)         on
or before 12:00 noon Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall deliver to the Master Servicer
the Remittance Reports which reflect activity with respect to the Mortgage Loans through and including the close of business on
the date which is the Determination Date; and the Primary Servicer shall, to the extent necessary, deliver to the Master Servicer
a follow-up report in similar format which reflects additional activity with respect to the Mortgage Loans through and including
the date of any follow-up remittance;


 


(e)         on
or before 12:00 noon Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall remit to the Master Servicer,
pursuant to wiring instructions from the Master Servicer, all amounts on deposit in the Collection Account maintained by the Primary
Servicer as of the close of business on the date which is one (1) Business Day prior to such Primary Servicer Remittance Date;
and the Primary Servicer shall remit to the Master Servicer within one (1) Business Day after receipt, any payments received by
the Primary Servicer after such initial remittance; and each of the foregoing remittances of funds may be net of any Primary Servicing
Fees due and payable to the Primary Servicer as payments in the nature of Additional Primary Servicing Compensation;


 


(f)         the
Primary Servicer shall remit to the Master Servicer, pursuant to wiring instructions from the Master Servicer, any whole or partial
Balloon Payments, unscheduled payments, Principal Prepayments or any Prepayment Premium and any interest thereon within one (1)
Business Day after receipt; and on the date of such remittance, the Primary Servicer shall deliver to the Master Servicer the
Remittance Reports relating to such remittance;


 


(g)         on
a quarterly and annual basis each year, the Primary Servicer shall prepare and deliver to the Master Servicer on or before the
date that is fifteen (15) days after the end of the respective quarter, the Quarterly Reports;


 


(h)         on
a quarterly and annual basis each year, the Primary Servicer shall determine and analyze financial ratios and perform other financial
analysis required under the CREFC®


 






    7


     


    

 


Reporting Format and on or before the date that is thirty (30) days after receipt of the
related financial statements, prepare and deliver to the Master Servicer a report summarizing such analysis based upon the property
operating statements with respect to the related Mortgaged Property and the financial statements of the related Mortgagor and
each related guarantor collected by the Primary Servicer pursuant to PSA Section 3.12, which report shall be provided in electronic
format and shall be substantially in the form of the CREFC® Financial File included in the CREFC® Reporting Format (or
in such other reporting format as reasonably requested by the Master Servicer);


 


(i)       the
Primary Servicer shall prepare and deliver to the Master Servicer within thirty (30) days of any property inspection, the Inspection
Reports summarizing the results of any property inspections performed by the Primary Servicer pursuant to PSA Section 3.12;


 


(j)       the
Primary Servicer shall prepare and deliver to the Master Servicer the Day One Report on the first Business Day of each calendar
month;


 


(k)      the
Primary Servicer shall provide the Master Servicer with such reports and other information (in the Primary Servicer’s possession
or to the extent readily obtainable and as reasonably requested by the Master Servicer) with respect to the servicing of the Mortgage
Loans by the Primary Servicer hereunder in order for the Master Servicer to perform its duties under the PSA;


 


(l)       the
Primary Servicer shall (i) notify the Master Servicer in writing within five (5) Business Days after the Primary Servicer discovers
or receives notice alleging a Defect or a Breach or receives a 15Ga-1 Repurchase Request, a withdrawal of a 15Ga-1 Repurchase
Request or a rejection of a 15Ga-1 Repurchase Request, (ii) promptly provide to the Master Servicer a copy of any 15Ga-1 Repurchase
Request, a withdrawal of a 15Ga-1 Repurchase Request or a rejection of a 15Ga-1 Repurchase Request received by the Primary Servicer;


 


(m)      the
Primary Servicer shall not prepare and/or provide any CREFC® Schedule AL File or any Schedule AL Additional File; provided,
however, the Primary Servicer shall (i) promptly provide to the Master Servicer any documentation in the Primary Servicer’s
possession reasonably requested by the Master Servicer in connection with the Master Servicer’s preparation and compilation of
any CREFC® Schedule AL File or any Schedule AL Additional File and (ii) cooperate with the Master Servicer in connection with
the Master Servicer’s preparation and compilation of any CREFC® Schedule AL File or any Schedule AL Additional File;


 


(n)      with
respect to letters of credit, if any, as the Master Servicer is required to hold original letters of credit under the PSA, the
Primary Servicer shall hold such original letters of credit if the Primary Servicer has (i) a vault or other adequate safety procedures
in place satisfactory to the Master Servicer, in its sole discretion, or (ii) outsourced such responsibility to a third party
vendor, which vendor shall be satisfactory to the Master Servicer, who has a vault or other adequate safety procedures in place
satisfactory to the Master Servicer, in its sole discretion;


 


(o)      if
the Master Servicer notifies the Primary Servicer or the Primary Servicer otherwise obtains knowledge that a Mortgage Loan has
become an Excluded Controlling Class


 






    8


     


    

 


Loan under the PSA, then the Primary Servicer (prior to delivering any Excluded Information
to the Master Servicer) shall mark or label such information as “Excluded Information” and comply with all the requirements
set forth in the PSA with respect to such Excluded Controlling Class Loan;


 


(p)       with
respect to any request for materials by the Asset Representations Reviewer or a related Other Asset Representations Reviewer pursuant
to PSA Article XII regarding the Mortgage Loans, the Primary Servicer shall (i) promptly provide to the Master Servicer any documentation
in the Primary Servicer’s possession reasonably requested by the Master Servicer and (ii) cooperate with the Master Servicer
in order for the Master Servicer to comply with its related obligations under the PSA; and


 


(q)       with
respect to all servicing responsibilities of the Master Servicer under the PSA which are not being performed by the Primary Servicer
hereunder, the Primary Servicer shall (i) reasonably cooperate with the Master Servicer to facilitate the timely performance of
such servicing responsibilities, (ii) promptly provide to the Master Servicer any documentation in the Primary Servicer’s possession
reasonably requested by the Master Servicer and (iii) cooperate with the Master Servicer in order for the Master Servicer to comply
with its related obligations under the PSA.


 


Section
3.02.     Portfolio Manager.


 


(a)       The
Primary Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications from
the Master Servicer and to provide assistance to the Master Servicer consistent with the Master Servicer’s supervisory authority
over the Primary Servicer hereunder.


 


(b)       The
Master Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications from
the Primary Servicer and to provide to the Primary Servicer information, materials and correspondence relating to the Mortgage
Loans and the related Mortgagors which may be necessary or appropriate to enable the Primary Servicer to perform its obligations
hereunder.


 


Section
3.03.     Maintenance of Errors and Omissions and Fidelity Coverage.


 


(a)       The
mortgagee clause to be used in maintaining any property-level insurance required under Section 3.07 of the PSA shall be as set
forth in Exhibit E hereto, which may be amended from time-to-time by the Master Servicer.


 


(b)       The
Primary Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement,
a fidelity bond and an errors and omissions insurance policy covering the Primary Servicer’s officers and employees acting
on behalf of the Primary Servicer in connection with its activities under this Agreement in form and amount which satisfies the
fidelity bond and errors and omissions insurance policy requirements under PSA Section 3.07(c). The Primary Servicer shall cause
to be delivered to the Master Servicer from time to time upon the Master Servicer’s request a certificate of insurance or
other evidence of such bond and insurance. The Primary Servicer shall promptly notify or cause its


 






    9


     


    

 


insurer to notify the Master
Servicer of any material change to such fidelity bond or errors and omissions insurance.


 


Section
3.04.     Delivery and Possession of Servicing Files.


 


The
Primary Servicer hereby acknowledges receipt of the Primary Servicing Files. The contents of each Primary Servicing File delivered
to the Primary Servicer are and shall be held in trust by the Primary Servicer for the benefit of the Trust Fund as the owner
thereof; the Primary Servicer’s possession of the contents of the Primary Servicing File so delivered is for the sole purpose
of servicing the related Mortgage Loan; and such possession by the Primary Servicer shall be in a custodial capacity only. The
Primary Servicer shall release its custody of the contents of the Primary Servicing File only in accordance with written instructions
from the Master Servicer, and upon request of the Master Servicer, the Primary Servicer shall deliver to the Master Servicer the
Primary Servicing File or a copy of any document contained therein.


 


Section
3.05.     Annual Compliance Statements.


 


(a)       The
Primary Servicer shall, on or before the fifth (5th) Business Day preceding March 1st of each year, commencing
February 22, 2018, deliver to the Master Servicer an Officer’s Certificate in a form that satisfies the requirements of
Section 11.09 of the PSA (or such other form, similar in substance, as may be acceptable to the Depositor and the Master Servicer)
stating, as to the signer thereof, that (i) a review of such Primary Servicer’s activities during the preceding calendar
year or portion thereof and of such Primary Servicer’s performance under this Agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such review, such Primary Servicer has fulfilled
all its obligations under this Agreement in all material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature
and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Master Servicer and Primary Servicer. Primary Servicer shall cooperate with the Master Servicer and/or the Depositor
if either party consults with the Primary Servicer as to the nature of any failures by the Primary Servicer with respect to the
Mortgage Loans in the fulfillment of any of the Primary Servicer’s obligations hereunder. In any year that the Primary Servicer
has received written confirmation from the Depositor or the Master Servicer that a report on Form 10-K is not required to be filed
in respect of the Trust for the preceding calendar year, the Primary Servicer shall not be required to deliver such statement
until April 1 of such year.


 


(b)       In
the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide
an annual statement of compliance pursuant to this Section 3.05 with respect to the period of time that Primary Servicer
was subject to this Agreement.


 


Section
3.06.     Annual Reports on Assessment of Compliance with the Servicing Criteria.


 


(a)       On
or before the fifth (5th) Business Day preceding March 1st of each year, commencing February 22, 2018, the
Primary Servicer, at its own expense, shall furnish to the


 






    10


     


    

 


Master Servicer a report substantially in a form that satisfies the
requirements of Section 11.10 of the PSA on an assessment of compliance with the Servicing Criteria applicable to it that complies
in all material respects with the requirements of Item 1122 of Regulation AB and contains (i) a statement by Primary Servicer
of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that Primary Servicer
used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such Primary Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by Form 10-K, 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 (iv) a statement that a registered public accounting firm has
issued an attestation report on Primary Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for such period. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Master Servicer
and Primary Servicer.


 


(b)       Each
such report shall be addressed to the Master Servicer and signed by an authorized officer of Primary Servicer, and shall address
the Relevant Servicing Criteria set forth in Section 11.10 of and Exhibit Z to the PSA. Primary Servicer shall cooperate with
the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to the nature of any material instance
of noncompliance with the Relevant Servicing Criteria.


 


(c)       In
any year that the Primary Servicer has received written confirmation from the Depositor or the Master Servicer that a report on
Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, the Primary Servicer shall not
be required to deliver such assessments until April 1 of such year.


 


(d)       Primary
Servicer hereby acknowledges and agrees that the Relevant Servicing Criteria set forth in Section 11.10 of and Exhibit Z to the
PSA is appropriately set forth with respect to Primary Servicer.


 


(e)       In
the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide
an annual assessment of compliance pursuant to this Section 3.06, coupled with an attestation as required in Section
3.07 with respect to the period of time that Primary Servicer was subject to this Agreement.


 


Section
3.07.     Annual Independent Public Accountants’ Attestation Report.


 


(a)       On
or before the fifth (5th) Business Day preceding March 1st of each year, commencing February 22, 2018, the
Primary Servicer shall, at its own expense, cause a registered public accounting firm and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Master Servicer to the effect that (i) it has obtained a representation
regarding certain matters from the management of Primary Servicer, which includes an assertion that Primary Servicer has complied
with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether Primary Servicer’s
assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In
the event that an overall


 






    11


     


    

 


opinion cannot be expressed, such registered public accounting firm shall state in such report why it
was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with
Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for
general use and not contain restricted use language. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Master Servicer and Primary Servicer.


 


(b)       Primary
Servicer shall cooperate with the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to
the nature of any defaults by Primary Servicer in the fulfillment of Primary Servicer’s obligations hereunder.


 


(c)       In
any year that the Primary Servicer has received written confirmation from the Depositor or the Master Servicer that a report on
Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, the Primary Servicer shall not
be required to deliver such report until April 1 of such year.


 


Section
3.08.     Sarbanes-Oxley Certification.


 


(a)       On
or before the fifth (5th) Business Day preceding March 1st of each year commencing February 22, 2018, the
Primary Servicer shall provide to the Master Servicer (for delivery to the Certifying Person), a Performance Certification in
the form attached as Exhibit Y-2 to the PSA, on which the Master Servicer, the Certifying Person, the entity for which the Certifying
Person acts as an officer (if the Certifying Person is an individual), and each entity’s officers, directors and Affiliates
(collectively the Certification Parties) can reasonably rely. In addition, Primary Servicer shall execute a reasonable reliance
certificate to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section
3.05 hereof, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 3.06 hereof and
(iii) accountant’s report provided pursuant to Section 3.07 hereof, and shall include a certification in the Performance
Certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered
public accountants of the Primary Servicer to enable such accountants to render the certificates provided for in Section 3.07
hereof. In the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, the Primary Servicer
shall provide a certification to the Master Servicer for delivery to the Certifying Person pursuant to this Section 3.08 with
respect to the period of time it was subject to this Agreement. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Master Servicer and the Primary Servicer.


 


(b)       Notwithstanding
anything to the contrary contained in this Section 3.08, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, Primary Servicer shall not be required to deliver any certification under this Section 3.08.


 






    12


     


    

 


Section
3.09.     Delivery of Mortgage Loan Purchase Agreement.


 


Following
the Master Servicer’s receipt of the Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a
copy of such Mortgage Loan Purchase Agreement to the Primary Servicer.


 


ARTICLE
IV.



PRESERVATION OF THE REMICS.


 


The
Primary Servicer shall not take any action (whether or not authorized hereunder) that would result in an Adverse REMIC Event or
an adverse event with respect to the Grantor Trust. Primary Servicer shall fully cooperate with the Master Servicer in connection
with avoiding the imposition of a tax on any portion of the Trust Fund or cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust.


 


ARTICLE
V.



PRIMARY SERVICER’S COMPENSATION AND EXPENSES


 


Section
5.01.     Primary Servicing Compensation.


 


(a)       As
compensation for its activities hereunder, the Primary Servicer shall be entitled to receive the Primary Servicing Fee. Anything
herein to the contrary notwithstanding, the Primary Servicer shall be paid such Primary Servicing Fee at such times as, and only
to the extent that, the Master Servicer receives its Servicing Fee with respect to each Mortgage Loan under the PSA. Except as
provided below, any reductions in the Servicing Fee that may be required under the PSA with respect to Prepayment Interest Shortfalls
shall not affect the amount of the Primary Servicing Fee payable to the Primary Servicer and, consequently, the Primary Servicer
shall not be entitled to any Prepayment Interest Excess; provided, however, that in the event of a breach of Section 2.03(a)(viii)
of this Agreement by the Primary Servicer, on or before 1:00 p.m. New York City time on the Primary Servicer Remittance Date following
such breach, the Primary Servicer shall remit to the Master Servicer, pursuant to wiring instructions from the Master Servicer,
the amount as of any Distribution Date equal to the aggregate amount of any Prepayment Interest Shortfall incurred in connection
with Principal Prepayments received in respect of the Mortgage Loans. If such Prepayment Interest Shortfall is not remitted to
the Master Servicer by 1:00 p.m. New York City time on the Primary Servicer Remittance Date, then the Primary Servicer shall also
remit to the Master Servicer the Prepayment Interest Shortfall and full interest on such Prepayment Interest Shortfall at the
Reimbursement Rate from and including such Primary Servicer Remittance Date but excluding the date that such Prepayment Interest
Shortfall is received by the Master Servicer.


 


(b)       The
Primary Servicer shall also be entitled to retain, with respect to each related Mortgage Loan, as additional Primary Servicing
compensation (the “Additional Primary Servicing Compensation”), the following: (i) to the extent the Master
Servicer is entitled to retain such amounts under the PSA and actually received such amounts, all Penalty Charges (to the


 






    13


     


    

 


extent
the Primary Servicer is performing the related collection work and to the extent not required to be offset against with respect
to the related Mortgage Loan under PSA Section 3.11(d) (1) interest on Advances or (2) certain additional Trust expenses), all
amounts collected for checks returned for insufficient funds relating to the Primary Servicer Accounts, all charges for beneficiary
statements to the extent such beneficiary statements were prepared by the Primary Servicer, 50% of the Master Servicer’s
share of any assumption fees and assumption application fees and 50% of the Master Servicer’s share of any and all Excess
Modification Fees, waiver, consent and earnout fees, review fees and similar fees; and (ii) subject to PSA Section 3.06, any interest
or other income earned on deposits in the related Primary Servicer Accounts; provided, however, that the Primary Servicer shall
be required to promptly remit to the Master Servicer any amounts received from or on behalf of any Mortgagor which the Primary
Servicer is not entitled to retain under this paragraph.


 


Notwithstanding
the foregoing, the Primary Servicer shall not be entitled to any Additional Primary Servicing Compensation in the form of fees
earned with respect to the processing of any Special Servicer Non-Major Decision performed by the Special Servicer; provided,
however, if the Master Servicer and the Primary Servicer mutually agree that the Primary Servicer shall process any Special Servicer
Non-Major Decision following approval of such decision by the Special Servicer and the Primary Servicer processes such Special
Servicer Non-Major Decision, the Primary Servicer shall be entitled to the applicable fee as described above.


 


(c)       Except
as otherwise provided herein or in the PSA, the Primary Servicer shall pay all its overhead and similar expenses incurred by it
in connection with its servicing activities hereunder.


 


ARTICLE
VI.



THE MASTER SERVICER AND THE PRIMARY SERVICER


 


Section
6.01.     Primary Servicer Not to Assign; Merger or Consolidation of the Primary Servicer.


 


(a)       Except
as otherwise provided in Section 6.01(b) hereof, or in Sections 2.02 or 3.02 hereof, the Primary Servicer shall not assign this
Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without
the prior written consent of the Master Servicer.


 


(b)       The
Primary Servicer shall not resign from its obligations and duties hereunder without giving the Master Servicer sixty (60) days
prior written notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to
assume all of the Primary Servicer’s rights, powers, duties and obligations under this Agreement; provided, however, that
only fifteen (15) days prior written notice shall be required in connection with a resignation of the Primary Servicer as a result
of the Master Servicer’s failure to consent to any matters set forth in this Section 6.01.


 


(c)       The
Primary Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting


 






    14


     


    

 


from any merger or consolidation to which the Primary Servicer shall be a party,
or any Person succeeding to the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder and
shall be deemed to have assumed all of the liabilities of the Primary Servicer hereunder, provided that, in any such case, the
Primary Servicer meets the requirements of the PSA and has obtained the prior written consent of the Master Servicer. Notwithstanding
the foregoing, the Primary Servicer may not remain the Primary Servicer under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if
such Person is a Prohibited Party, except to the extent (i) the Primary Servicer is the surviving entity of such merger, consolidation
or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Master Servicer consents to such merger, consolidation or transfer. Upon written demand by the Master Servicer, such successor
shall be required to promptly execute and deliver to the Master Servicer 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 and observed by the Primary
Servicer under this Agreement from and after the date of such agreement. Notwithstanding anything to the contrary, the Primary
Servicer shall promptly notify the Master Servicer, the Certificate Administrator and the Trustee in the event the Primary Servicer
becomes an Affiliate of the Trustee.


 


Section
6.02.     Liability and Indemnification of the Primary Servicer and the Master Servicer.


 


(a)       Neither
the Primary Servicer nor any of the partners, directors, officers, shareholders, members, managers, employees or agents of the
Primary Servicer (the “Primary Servicer Parties”) shall be under any liability to the Master Servicer for any
action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Primary Servicer Parties against any liability which would be imposed
by reason of any breach of its warranties or representations made herein, or against any liability that would otherwise be imposed
on the Primary Servicer by reason of the Primary Servicer’s willful misconduct, bad faith or negligence (or by reason of any specific
liability imposed on the Primary Servicer pursuant to Section 2.01 hereof, for a breach of the Accepted Primary Servicing Practices)
in the performance of its obligations and duties hereunder or by reason of its negligent disregard of its obligations and duties
hereunder. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise
to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor
of any liability except to the extent of actual prejudice. The Primary Servicer Parties 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.


 


(b)       The
Primary Servicer Parties shall be indemnified and held harmless by the Master Servicer against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to
this Agreement (collectively, the “Losses”) incurred by the Primary Servicer (i) by reason of the Master Servicer’s
willful misconduct, bad faith, negligence in the performance of its obligations and duties hereunder or negligent disregard of
its obligations and duties hereunder or (ii) in connection with, or relating to, this Agreement, the Mortgage Loans or


 






    15


     


    

 


the Certificates,
other than any Losses (x) that are specifically required to be borne by Primary Servicer without right of reimbursement pursuant
to the terms hereof or (y) incurred by reason of (1) a breach of any representation or warranty by Primary Servicer, or (2) willful
misconduct, bad faith or negligence of Primary Servicer in the performance of its respective obligations and duties hereunder
or negligent disregard of its respective obligations and duties under this Agreement; provided, however, that the
indemnification under clause (ii) above shall be strictly limited to any actual amount of indemnification received by the Master
Servicer under the PSA as a result of pursuing the Trust Fund on behalf of the Primary Servicer for such indemnification.


 


(c)       The
Master Servicer and any partners, directors, officers, shareholders, members, managers, employees or agents of the Master Servicer
shall be indemnified and held harmless by the Primary Servicer against any Losses incurred by the Master Servicer by reason of
(i) any breach by the Primary Servicer of a representation or warranty made by it herein or in the PSA or (ii) any willful misconduct,
bad faith or negligence by the Primary Servicer in the performance of its obligations and duties hereunder or under the PSA or
by reason of negligent disregard of such obligations and duties. The Master Servicer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Master Servicer 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.


 


(d)       The
Primary Servicer shall indemnify and hold harmless the Master Servicer, each Certification Party, the Depositor, each Other Depositor
and any employee, director, officer and Affiliate of the Master Servicer, each Certification Party, the Depositor and any Other
Depositor from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such indemnified party arising out of (i) a breach of the
Primary Servicer’s obligation to provide any of the annual compliance statements or annual servicing criteria compliance reports
or attestation reports pursuant to this Agreement and the PSA, (ii) the negligence, bad faith or willful misconduct on the Primary
Servicer’s part in the performance of such obligations, (iii) any failure by Primary Servicer to identify itself (or any sub-subservicer
the Primary Servicer enters into a sub-subservicing agreement with pursuant to Section 2.02 hereof) as a Servicing Function Participant
pursuant to the PSA, (iv) any failure by Primary Servicer to comply with the obligations of a Servicing Function Participant under
the PSA or (v) any Deficient Exchange Act Deliverable.


 


In
addition, the Primary Servicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under any applicable sub-subservicing agreement) with the Depositor or Other Depositor, as applicable, and
the Master Servicer as necessary for the Depositor or Other Depositor, as applicable, and the Master Servicer 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.


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Primary Servicer, (y) regarding the Primary Servicer, and (z) prepared by the Primary Servicer or any registered
public accounting firm, attorney or other agent retained by the Primary Servicer to prepare such


 






    16


     


    

 


information, which information
is contained in a report filed by the Depositor or Other Depositor under the Reporting Requirements and which comments are received
subsequent to the Depositor’s or Other Depositor’s filing of such report, upon receipt of such comments from the Depositor or
Other Depositor, the Master Servicer shall promptly provide to the Primary Servicer any such comments which relate to the Primary
Servicer. Primary Servicer shall be responsible for timely preparing a written response to the Commission or its staff for inclusion
in the Depositor’s, Other Depositor’s or the Master Servicer’s, as applicable, response to the Commission or its staff,
unless Primary Servicer elects, with the consent of the Master Servicer (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission
or its staff; provided that if the Primary Servicer (or a sub-servicer retained by the Primary Servicer) is a Servicing Function
Participant or an Additional Servicer, the Primary Servicer shall provide copies to the Master Servicer of all material communications
pursuant to this paragraph. If such election is made, the Primary Servicer shall be responsible for directly negotiating such
response and/or resolution with the Commission or its staff in a timely manner; provided, that (i) Primary Servicer shall use
reasonable efforts to keep the Depositor or Other Depositor, as applicable, and the Master Servicer informed of its progress with
the Commission or its staff and copy the Depositor or Other Depositor, as applicable, and the Master Servicer on all correspondence
with the Commission or its staff and provide the Depositor or Other Depositor, as applicable, and the Master Servicer with the
opportunity to participate (at the Depositor’s, Other Depositor’s or Master Servicer’s, as applicable, expense) in any telephone
conferences and meetings with the Commission or its staff and (ii) the Master Servicer shall cooperate with the Primary Servicer
in order to authorize the Primary Servicer and its representatives to respond to and negotiate directly with the Commission or
its staff with respect to any comments received from the Commission or its staff relating to Primary Servicer and to notify the
Commission or its staff of such authorization. The Master Servicer and the Primary Servicer shall cooperate and coordinate with
each other with respect to any requests made to the Commission or its staff for any extension of time for submitting a response
or compliance. All reasonable out-of-pocket costs and expenses incurred by the Depositor or Other Depositor, as applicable, and
the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor, as applicable,
and the Master Servicer) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or Other Depositor’s, as applicable, expense as set forth above) and any amendments to any reports filed with the Commission or
its staff therewith shall be promptly paid by the Primary Servicer upon receipt of an itemized invoice from the Depositor or Other
Depositor, as applicable, and/or the Master Servicer, as applicable. The Primary Servicer shall use commercially reasonable efforts
to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of
similar provisions in the related sub-subservicing or similar agreement.


 


If
the indemnification provided for in, or contemplated by, this Section 6.02(d) is unavailable or insufficient to hold harmless
the Master Servicer, any Certification Party, the Depositor, any Other Depositor or any employee, director, officer or Affiliate
of the Master Servicer, the Depositor or any Other Depositor, then the Primary Servicer shall contribute to the amount paid or
payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion
as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Primary Servicer on the other
in connection


 






    17


     


    

 


with a breach of the Primary Servicer’s obligations pursuant to Article XI of the PSA, this Agreement or the
Primary Servicer’s negligence, bad faith or willful misconduct in connection therewith. The Primary Servicer shall cause
any sub-subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing
indemnification and contribution obligations.


 


(e)       The
indemnification, exculpation, and other protections and provisions in this Section 6.02 shall survive the termination of this
Agreement or the resignation of the Master Servicer or the Primary Servicer.


 


Section
6.03.     Representations and Warranties.


 


The
Primary Servicer hereby represents, warrants and covenants to the Master Servicer that as of the date hereof:


 


(a)       The
Primary Servicer is duly organized, validly existing and in good standing under the laws of the state of its organization and
is in compliance with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement;


 


(b)       The
execution and delivery of this Agreement by the Primary Servicer and its performance and compliance with the terms of this Agreement
do not (i) violate the Primary Servicer’s organizational documents, (ii) 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 contract, or other material
instrument to which the Primary Servicer is a party or which is applicable to it or any of the assets or (iii) violate any law,
rule, regulation, order, judgment or decree to which the Primary Servicer or its property is subject, which, in the case of either
of clause (ii) or (iii), does or is likely to materially and adversely affect the Primary Servicer’s ability to perform hereunder
or its financial condition;


 


(c)       The
Primary Servicer has the full corporate 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;


 


(d)       This
Agreement, assuming due authorization, execution and delivery by the Master Servicer, constitutes a valid, legal and binding obligation
of the Primary Servicer, enforceable against it in accordance with the terms of this Agreement, subject to (i) applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in
Section 201 of the Dodd-Frank Act) or their Affiliates, and (ii) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(e)       The
Primary Servicer is not in violation of, and the execution and delivery of this Agreement by the Primary Servicer 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


 






    18


     


    

 


authority, which violation,
in the Primary Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the
Primary Servicer to perform its obligations hereunder or the financial condition of the Primary Servicer;


 


(f)       No
litigation is pending or, to the best of the Primary Servicer’s knowledge, threatened against the Primary Servicer that would
prohibit the Primary Servicer from entering into this Agreement, or, in the Primary Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Primary Servicer to perform its obligations under the Agreement
or the financial condition of the Primary Servicer;


 


(g)       Each
officer and employee of the Primary Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans is covered by errors and omissions insurance and the fidelity bond maintained by the Primary Servicer in the amounts and
with the coverage required by PSA Section 3.07;


 


(h)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Primary Servicer of, or compliance by the
Primary Servicer with, this Agreement or the Primary Servicer’s consummation of any transactions contemplated hereby, other
than (i) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Primary Servicer of its obligations under this Agreement or (ii) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Primary Servicer under this Agreement;


 


(i)       The
Primary Servicer is not an Affiliate of the Trustee and is not a Prohibited Party; and


 


(j)       The
Primary Servicer is not Risk Retention Affiliated with any Third Party Purchaser.


 


The
foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either
the Master Servicer or the Primary Servicer of a breach of any of the foregoing representations and warranties, the party discovering
such breach shall give prompt written notice thereof to the other party.


 


ARTICLE
VII.



PRIMARY SERVICER TERMINATION EVENTS; TERMINATION


 


Section
7.01.     Primary Servicer Termination Events; Primary Servicer Third Party Purchaser Non-Affiliate Covenant.


 


(a)       “Primary
Servicer Termination Event”, wherever used herein with respect to any Primary Servicer, means any one of the following events:


 






    19


     


    

 


(i)       any
failure by the Primary Servicer to remit to the Primary Servicer Accounts, or to remit to the Master Servicer, any amount required
to be so remitted by the Primary Servicer pursuant to and in accordance with this Agreement; or


 


(ii)      any
failure on the part of the Primary Servicer duly to observe or perform in any material respect any of the other covenants or obligations
which continues unremedied for a period of twenty (20) days (or (A) with respect to any year that a report on Form 10-K is required
to be filed, three (3) Business Days in the case of the Primary Servicer’s obligations under this Agreement in respect of Exchange
Act reporting items (after any applicable grace periods) or (B) ten (10) days in the case of a failure to pay the premium for
any insurance policy required to be maintained hereunder or such shorter period (not less than one (1) Business Day) as may be
required to avoid the lapse of insurance) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Primary Servicer by the Master Servicer, provided, however, if such failure with a twenty (20) day
cure period is capable of being cured and the Primary Servicer is diligently pursuing such cure, such twenty (20) day period shall
be extended for an additional twenty (20) days; provided that the Primary Servicer has commenced to cure such failure within the
initial twenty (20) day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure; provided,
further, however, that such extended period shall not apply to the obligations regarding Exchange Act reporting; or


 


(iii)     any
breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.03 hereof, which materially
and adversely affects the interests of any Class of Certificateholders or Companion Holders and which continues unremedied for
a period of twenty (20) days after the date on which notice of such breach, requiring the same to be remedied, shall have been
given to the Primary Servicer by the Master Servicer, provided, however, if such breach is capable of being cured and the Primary
Servicer is diligently pursuing such cure, such twenty (20) day period shall be extended for an additional twenty (20) days; provided
that the Primary Servicer has commenced to cure such failure within the initial twenty (20) day period and has certified that
it has diligently pursued, and is continuing to pursue, a full cure; or


 


(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,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer
and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of forty-five (45) days;
or


 






    20


     


    

 


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


 


(vi)      the
Primary Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or


 


(vii)     either
of S&P, Moody’s, Fitch or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan
Rating Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or
one or more classes of Serviced Pari Passu Companion Loan Securities or (B) placed one or more Classes of Certificates or
one or more classes of Serviced Pari Passu Companion Loan Securities on “watch status” in contemplation of rating
downgrade or withdrawal (and in the case of clause (A) or (B), such action has not been withdrawn by such Rating Agency within
60 days of such rating action) and, in the case of either of clauses (A) or (B), such Rating Agency publicly cited servicing concerns
with the Master Servicer (because of actions of the Primary Servicer) or the Primary Servicer as the sole or a material factor
in such rating action; or


 


(viii)    a
Servicer Termination Event (as defined in the PSA) by the Master Servicer under PSA Section 7.01 which Servicer Termination Event
occurred as a result of the failure of the Primary Servicer to perform any obligation required hereunder; or


 


(ix)       the
failure of the Primary Servicer to comply with any of the requirements under Sections 3.05, 3.06, 3.07 and 3.08 of this Agreement
applicable to such Primary Servicer, including the failure to deliver any reports or certificates at the time such report or certification
is required under Sections 3.05, 3.06, 3.07 and 3.08 of this Agreement which continues unremedied for five (5) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Primary Servicer
by the Master Servicer; or


 


(x)       the
Primary Servicer or any primary servicer or sub-subservicer appointed by the Primary Servicer after the Closing Date, fails to
deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the Certificate Administrator
or the Depositor under Article XI of the PSA or under this Agreement or to the applicable master servicer under any other pooling
and servicing agreement that the Depositor is a party to; or


 


(xi)       the
Primary Servicer or any primary servicer or sub-subservicer appointed by the Primary Servicer after the Closing Date, fails to
perform in any material


 






    21


     


    

 


respect any of its covenants or obligations contained in this Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required for any party to the PSA to perform its obligations under Article XI of
the PSA or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor
is a party to;


 


then,
and in each and every case, so long as an Primary Servicer Termination Event shall not have been remedied, the Master Servicer
may, by notice in writing to the Primary Servicer, in addition to whatever rights the Master Servicer may have at law or in equity,
including injunctive relief and specific performance, immediately terminate all of the rights and obligations of the Primary Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof, subject to Section 7.02 hereof, without the Master
Servicer incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall
be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such
right or remedy or shall be deemed to be a waiver of any Primary Servicer Termination Event. On or after the receipt by the Primary
Servicer of such written notice of termination from the Master Servicer, all authority and power of the Primary Servicer in this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer, and the
Primary Servicer agrees to cooperate with the Master Servicer in effecting the termination of the Primary Servicer’s responsibilities
and rights hereunder, including, without limitation, the remittance of funds and the transfers of the Primary Servicing Files
as set forth in Section 7.02. Notwithstanding the foregoing, upon any termination of the Primary Servicer, the Primary Servicer
will be entitled to receive all accrued and unpaid Primary Servicing Fees and Additional Primary Servicing Compensation through
the date of termination.


 


(b)       Upon
discovery by the Primary Servicer of any Primary Servicer Termination Event (but regardless of whether any notice has been given
as provided in this Agreement or any cure period provided herein has expired), the Primary Servicer shall give prompt written
notice thereof to the Master Servicer.


 


(c)       The
Master Servicer may waive in writing any default by the Primary Servicer in the performance of its obligations hereunder and its
consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Primary Servicer 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 except to the extent expressly so waived.


 


(d)       The
Primary Servicer shall not be or become Risk Retention Affiliated with or a Risk Retention Affiliate of any Third Party
Purchaser. If the Primary Servicer is or becomes Risk Retention Affiliated with or
a Risk Retention Affiliate of any Third Party Purchaser, the Primary Servicer shall promptly
notify the Master Servicer and the Primary Servicer shall be terminated as Primary Servicer under this Agreement pursuant to Section
7.02(a)(ii) below.


 






    22


     


    

 


Section
7.02.       Termination of Agreement.


 


(a)          This
Agreement shall be terminated with respect to any Primary Servicer:


 


(i)        pursuant
to Section 3.20 of the PSA and Section 7.01 hereof, if the Master Servicer elects to terminate the Primary Servicer following
a Primary Servicer Termination Event;


 


(ii)       promptly
following the Primary Servicer being or becoming Risk Retention Affiliated with or a Risk Retention Affiliate of any Third
Party Purchaser;


 


(iii)      at
the Depositor’s request (to the extent the Depositor has a right to request termination under the PSA) pursuant to Section 7.01(a)(x)
or (xi) hereof or PSA Section 3.20(a)(ix);


 


(iv)      upon
resignation by the Primary Servicer as provided in Section 6.01 hereof; or


 


(v)       with
respect to any Mortgage Loan, in the event such Mortgage Loan (A) becomes a Specially Serviced Loan or (B) is substituted, defeased,
purchased or repurchased pursuant to PSA Sections 2.03, 3.16, 3.18 or 9.01.


 


(b)          If
the Master Servicer’s responsibilities and duties as Master Servicer under the PSA have been assumed by the Trustee, the
Trustee shall, without act or deed on the part of the Trustee, succeed to all of the rights and obligations of the Master Servicer
under this Agreement as provided in PSA Section 3.20, and the Primary Servicer shall be bound to the Trustee under all of the
terms, covenants and conditions of this Agreement with the same force and effect as if the Trustee was originally the Master Servicer
under this Agreement; and the Primary Servicer does hereby attorn to the Trustee, as the Master Servicer hereunder, said attornment
to be effective and self-operative without the execution of any further instruments on the part of any of the parties hereto immediately
upon the Trustee succeeding to the interest of the Master Servicer hereunder. The Primary Servicer agrees, however, upon written
demand by the Trustee to promptly execute and deliver to the Trustee an instrument in confirmation of the foregoing provisions,
satisfactory to the Trustee, in which the Primary Servicer shall acknowledge such attornment and shall confirm to the Trustee
its agreement to the terms and conditions of this Agreement. References to the Trustee under this Section 7.02, shall include
any successor Master Servicer under the PSA.


 


(c)          Termination
pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of the Master Servicer or the
Primary Servicer which may have accrued through the date of termination hereunder. In connection with any such termination, the
terminated Primary Servicer shall (i) remit all funds in the related Primary Servicer Accounts to the Master Servicer or such
other Person designated by the Master Servicer, net of accrued Primary Servicing Fees and Additional Primary Servicing Compensation
through the termination date which are due and payable to the Primary Servicer, (ii) deliver all related Primary Servicing Files
to the Master Servicer or to Persons designated by the Master Servicer, and (iii) fully cooperate with the Master Servicer to
effectuate an orderly transition of the servicing of the


 






    23


     


    

 


related Mortgage Loans. All rights of the terminated Primary Servicer
relating to the following after such termination shall continue in full force and effect until payment or other satisfaction in
accordance with this Agreement or termination of the Trust: (y) indemnification pursuant to Section 6.02; and (z) the payment
of its Primary Servicing Fees and Additional Primary Servicing Compensation which in any such case accrued under the terms of
this Agreement on or before the date of such termination shall continue in full force and effect until payment or other satisfaction
in accordance with this Agreement.


 


ARTICLE
VIII.



MISCELLANEOUS PROVISIONS


 


Section
8.01.     Rating Agency Communications.


 


(a)       Except
as required by the PSA or by law, the Primary Servicer shall not provide any information directly to, or communicate with, either
orally or in writing, any Rating Agency or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating
Agency’s or NRSRO’s surveillance of the Certificates or Mortgage Loans, including, but not limited to, providing responses
to inquiries from a Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
or NRSRO’s surveillance of the Certificates and requests for Rating Agency Confirmation. All such information will be provided
by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures
required by the PSA. To the extent that the Master Servicer is required to provide any information to, or communicate with, any
Rating Agency or NRSRO in accordance with its obligations under the PSA and such information or communication is regarding the
Mortgage Loans or the primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information
to the Master Servicer necessary for the Master Servicer to fulfill such obligations. None of the foregoing restrictions in this
Agreement shall prohibit or restrict oral or written communications, or providing information, between the Primary Servicer, on
the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s
review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the
Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s
evaluation of the Primary Servicer’s servicing operations in general; provided, that the Primary Servicer shall not
provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO in connection with such
review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
or (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5
Information Provider’s Website.


 


(b)       The
Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer 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 Securities


 






    24


     


    

 


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 the Primary Servicer’s breach of this Section 8.01 (including, without limitation,
a determination by a 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), but solely to the extent such determination is caused by a breach of this Section 8.01
by the Primary Servicer), 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.


 


Section
8.02.     Amendment.


 


This
Agreement contains the entire agreement between the parties relating to the subject matter hereof, and may be amended from time
to time by the Master Servicer and the Primary Servicer only by written agreement executed by the party or parties against whom
the enforcement of such amendment is sought. Master Servicer shall not consent to any modification to the PSA in any manner which
would increase the obligations or limit the rights of the Primary Servicer under the PSA or under this Agreement without the prior
consent of the Primary Servicer (which consent shall not be unreasonably withheld).


 


Section
8.03.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial


 


(a)       THIS
AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO
THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF
LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.


 


(b)       EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER 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.


 






    25


     


    

 


(c)         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
8.04.        Notices.


 


All
demands, notices and communications hereunder shall be in writing and addressed in each case as follows:


 


(a)          if
to the Primary Servicer, as set forth on each signature page included herewith; and


 


(b)          if
to the Master Servicer:


 


by
U.S. Mail at:


 


Midland
Loan Services, a Division of PNC Bank, National Association





P.O.
Box 25965





Shawnee
Mission, KS 66225-5965





Attention:
Executive Vice President - Division Head





Facsimile
No.: (888) 706-3565





Email:
NoticeAdmin@midlandls.com and MLSSubservicergroup@midlandls.com


 


or
by delivery to:


 


Midland
Loan Services, a Division of PNC Bank, National Association





10851
Mastin, Suite 300





Overland
Park, KS 66210





Attention:
Executive Vice President - Division Head


 


Any
of the above-referenced Persons may change its address for notices hereunder by giving notice of such change to the other Persons.
All notices and demands shall be deemed to have been given at the time of the delivery at the address of such Person for notices
hereunder if personally delivered, mailed by certified or registered U.S. mail, postage prepaid, return receipt requested, or
sent by overnight courier or telecopy. Notwithstanding the foregoing, Primary Servicer may deliver any of the items required to
be delivered to the Master Servicer under Sections 3.05-3.08 of this Agreement through electronic mail at NoticeAdmin@midlandls.com
or such other email address provided to Primary Servicer from the Master Servicer from time to time.


 


(c)       
  To the extent that any demand, notice or communication hereunder is given to any Primary Servicer by a
Responsible Officer of the Master Servicer, such Responsible Officer shall be deemed to have the requisite power and
authority to bind the Master Servicer with respect to such communication, and any Primary Servicer may conclusively rely upon
and shall be protected in acting or refraining from acting upon any such communication. To the extent that


 






    26


     


    

 


any demand, notice or communication hereunder is given to the Master
Servicer by a Responsible Officer of any Primary Servicer, such Responsible Officer shall be deemed to have the requisite power
and authority to bind the Primary Servicer with respect to such communication, and the Master Servicer may conclusively rely upon
and shall be protected in acting or refraining from acting upon any such communication. Any notice required to be delivered under
this Agreement may be provided electronically (including by electronic mail).


 


Section
8.05.     Consistency with PSA; Severability of Provisions.


 


This
Agreement shall be subject to the provisions of the PSA, which provisions shall be paramount and controlling and shall supersede
the provisions of this Agreement to the extent of any conflicts or inconsistencies. If one or more of the provisions of this Agreement
shall be for any reason whatever held invalid or unenforceable or shall be determined to be inconsistent with the PSA, such provisions
shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability
shall in no way affect the validity or enforceability of such remaining provisions or the rights of any parties hereto. To the
extent permitted by law, the parties hereto hereby waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.


 


Section
8.06.     Inspection and Audit Rights.


 


The
Primary Servicer agrees that, on reasonable prior notice, it will permit any representative of the Master Servicer, during the
Primary Servicer’s normal business hours, reasonable access at its principal servicing offices to examine all books of account,
records, reports and other documents of the Primary Servicer relating to the Mortgage Loans, to make copies and extracts therefrom,
to cause such books to be audited by accountants selected by the Master Servicer, and to discuss matters relating to the Mortgage
Loans with the Primary Servicer’s officers and employees.


 


Section
8.07.     Protection of Confidential Information.


 


The
Primary Servicer shall keep confidential and shall not divulge to any party, without the Master Servicer’s prior written
consent, any information pertaining to the Mortgage Loans, the Mortgaged Properties or the Mortgagors except to the extent that
the Primary Servicer provides prior written notice to the Master Servicer and (a) it is appropriate for the Primary Servicer to
do so (i) in working with legal counsel, auditors, other advisors, taxing authorities or other governmental agencies, (ii) in
accordance with Accepted Primary Servicing Practices or (iii) when required by any law, regulation, ordinance, court order or
subpoena or (b) the Primary Servicer is disseminating general statistical information relating to the mortgage loans being serviced
by the Primary Servicer (including the Mortgage Loans) so long as the Primary Servicer does not identify the owner of the Mortgage
Loans or the Mortgagors.


 


Section
8.08.     Binding Effect; No Partnership; Counterparts.


 


Subject
to Section 6.01 hereof, with respect to the Primary Servicer, the provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto. Nothing herein contained shall be deemed or construed
to create a partnership or joint venture between the parties hereto, and the services of the Primary Servicer


 






    27


     


    

 


shall be rendered
as an independent contractor for the Master Servicer. For the purpose of facilitating the execution of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.


 


Section
8.09.     Third Party Beneficiaries.


 


The
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under this Agreement. Except to the extent the Trustee
or its designee assumes the obligations of the Master Servicer contemplated in this Agreement and the PSA, none of the Trust,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, Special Servicer, any successor
special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under this Agreement
or any liabilities arising from this Agreement.


 


Section
8.10.     Article and Section Headings.


 


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


 


[SIGNATURE
PAGES TO FOLLOW]


 




    28


     


    

 


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


 





	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ David A. Eckels
	 	 	 
	 	Name: David A. Eckels
	 	 	 
	 	Title: Senior Vice President
	 	 	 
	 	 	(“Master
Servicer”)


 


[SIGNATURE
AND NOTICE ADDRESS PAGES AND MORTGAGE LOAN





SCHEDULES
FOR THE PRIMARY SERVICER TO FOLLOW]


 





Berkeley-Midland
Primary Servicing Agreement – UBS 2017-C5 – Midland Signature Page







 




    


     


    

 





	 	BERKELEY
POINT CAPITAL LLC
	 	 
	 	By:	/s/ Nancy Guanci
	 	 	 
	 	Name:  Nancy Guanci
	 	 	 
	 	Title:    Vice President
	 	 	 
	 	By:	/s/ Leonarda Firmin
	 	 	 
	 	Name:   Leonarda Firmin
	 	 	 
	 	Title:    Vice President
	 	 	 
	 	 	(“Primary
Servicer”)


 





	 	Notices:
	 	 
	 	Berkeley
Point Capital LLC


One
Beacon Street 14th Floor


Boston,
MA 02108


Attention:
Director and Head of Servicing


Fax
Number:  617-722-5050


Email:
Servicing.Requests@berkpoint.com

        


	 	 
	 	With a copy to:
	 	 
	 	Berkeley
Point Capital LLC


7700
Wisconsin Avenue, Suite 1100


Bethesda,
MD 20814     


Attention:
Raqual Crea – Legal Department


Fax
Number: 240-752-8121





 


Berkeley-Midland
Primary Servicing Agreement – UBS 2017-C5 – Midland Signature Page


 






    


     


    




 


SCHEDULE
I


 


Mortgage
Loan Schedule


 


	Property
    Name	Principal
    Balance	Primary
    Servicing Fee Rate

    (basis points)
	Loyalty
    and Hamilton	$11,750,000.00	5.00
	Holiday
    Inn Express Tallahassee	$9,341,415.36	7.00


 


Berkeley-Midland
Primary Servicing Agreement – UBS 2017-C5 – Schedule


 




    


     


    


 


EXHIBIT “A”


 


(Day One Report)


 


(see attached)


 




    A-1


    	 



    

 





	Subservicer Name: _________________________________	 	 	 	 	 	 	 	 	 
	Deal Name: ______________________________________	 	 	 	 	 	 	 	 	 
	Reporting Period: _________________________________	 	DAY ONE REPORT	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Midland
    Loan #	Sub
    Loan #	Beg.
    Scheduled Prin Bal	Actual
    Paid To Date	Schdeuled
    Principal Balance	Prepayment
    Penalty	Prepayment
    Date	Scheduled
    Interest Payment	Scheduled
    Principal Payment	Scheduled
    P&I	Servicing
    Fee Rate	Servicing
    Fee	Net
    Remittance
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS:	 	 	 	 	 	 	 	 	 	 	 	 







 






    A-2


    	 



    


 


EXHIBIT “B”


 


(Inspection Reports)


 


(see attached)


 




    B-1


     

    



 



	 	 	 	 	 
	  	Mortgage
                                         Bankers Association
	Version:
        1.22
	  	Property
                                         Inspection Workbook Tools
	  	  
	  	  	  	  
	 
    	 General
    Purpose Tools 	 
    	 
    	 
    
	 
    	  	  	 
    
	 	 	 	 
	 
    	Select
                                         Check Spelling to run Excel’s spell checker 

                                         on all property inspection worksheets.
		 
    
	 
    	  	  	 
    
	 
    	  	  	 
    
	 	Select
                                         Print to display the MBA Property Inspection

                                         worksheet selection form where you can select the

        worksheet(s)
        to print.
		 
	 
    	 	 
    	 
    


  


	 
    	 Company
    Logo 	 
    	 
    	 
    
	 
    	  	  	 
    





	 
    	  	  	 
    
	  	  	  	  
	  	  	  	  
	  	  	  	  
	 See
                                         MBA Reference Guide for Property Inspection Report for instructions to insert logo



 



    B-2


     

    




 


MBA
INSPECTION FORM KEY 


	 	 
	Mortgage
    Bankers Association
	Standard
    Property Inspection Form Definitions
	For
    additional information, please refer to the MBA Inspections White Paper
	Ratings
    Definitions
	1	New
    or like new condition
All major building components are new or like new
All vacant units/space are rent ready &
    reflect the highest current market standards
No deferred maintenance items (only routine maintenance)
No life safety
    or code violations exist
Positive impact to marketability
Deferred Maintenance and Life Safety – No actions
    are required
	2	Above
    average condition for the property’s age and market, minimal wear and tear
All major building components in functional
    condition
All vacant units/space are rent ready or in the process of being made rent ready
No deferred maintenance items
    (only routine maintenance)
No life safety or code violations exist
No impact to marketability
Deferred Maintenance
    and Life Safety – No actions are required
	3	Normal
                                         condition for the property’s age and market, general wear and tear.

                                         All major building components in functional condition

                                         Most vacant units or space are rent ready or in the process of being made rent ready

                                         Minimal deferred maintenance and routine maintenance items with costs that can be funded
                                         by normal operations

                                         No/minor life safety or code violations exist

                                         No impact to marketability

                                         Deferred Maintenance and Life Safety - Appropriate actions are planned or in progress

	4	Deteriorating
                                         condition for the property’s age and market

                                         A building component is not in fully functional condition

                                         Few rent-ready units or space

                                         Limited major deferred maintenance &/or numerous minor deferred maintenance items

                                         Some life safety or code violations exist

                                         Negative impact to marketability

                                         Deferred Maintenance and Life Safety - Actions are not addressed as quickly
                                         as required and/or further action is necessary, additional monitoring may be appropriate
                                         

	5	Inferior
    conditions
Multiple building components non-functional
Vacant units or space are in poor to down condition
Severe
    deferred maintenance items
Multiple life safety or code violations exist
Negative impact to marketability
Deferred
    Maintenance and Life Safety – No Action taken and/or further action is necessary – additional monitoring is appropriate
	 Not
 Applicable	No
    components exist (therefore, no rating is possible)
	 Not
    
 Accessible	No
    component was visible due to inability to view the condition based on access, life safety, weather conditions or other blockages.
Deferred
    maintenance items can not be determined based on lack of access
Further action or review may be required


  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	


 



    B-3


     

    

 


General
Info     





	  	  	  	  	  	  	  	  	  
	Company
    Name/Logo	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	 
    
	 Loan Number	 
    	  	  	  	  	Property State/Country	 
    	/                    
	 Property Name	 
    	  	  	  	  	Overall Property Rating	 
    	 
    
	  	  	  	  	  	  	  	  	  
	 Servicer,
    Loan and Contact Information
	 Servicer Name	 
    	  	  	  	  	Contact Company	 
    	 
    
	 Owner of Loan	 
    	  	  	  	  	Contact Name	 
    	                /
	 Investor Number	 
    	     	  	  	  	Contact Phone	 
    	 
    
	 Investor Loan #	 
    	  	  	  	  	Contact
    Email	 
    	 
    
	 Property ID	 
    	  	  	  	  	Addt’l
    ID #1 (editable)	 
    	 
    
	 Original Loan Amount	  	 
    	  	  	  	Addt’l
    ID #2 (editable)	 
    	 
    
	 Loan Balance (UPB)	  	 
    	  	  	  	O&M Plan(1)	  	 
    
	 Loan Balance as
    of Date	  	 
    	  	  	  	Report Reviewed By	  	                    /
	 (1)
    Includes ALL Plans (such as, but not limited to, Operations &
    Maintenance, Moisture Management and Environmental Remediation)
	 Property
    and Inspector Information
	 Property Name	 
    	  	  	  	  	Primary Property Type	  	 
    
	 Property Address	 
    	  	  	  	  	Secondary Property Type	  	 
    
	 Property City	 
    	  	  	  	  	Inspection Company	  	 
    
	 Property State	 
    	  	  	  	  	Inspection Co. Phone	  	 
    
	 Property Zip	 
    	  	  	  	  	Inspector’s Name	  	                    /
	  	  	  	  	  	  	Inspector’s ID	  	 
    





 


	 Lender’s
    or Servicer’s General Comments or Instructions to Inspector for Subject Property:
	 
    
	 
    
	 
    
	 
    
	 
	 
    


 





	 Property
    Inspector’s General Comments or Suggestions to Lender or Servicer on the Subject Property:
	 
    
	 
    
	 
    
	 
	 
    
	 
    





	  	  	  	  	  	  	  
	 Overview
    of Property Information
	 Number of Buildings	 
    	  	Year Built	 
    
	 Number of Floors	 
    	  	  	  	Total Square Feet (Gross)	 
    
	 Number of Elevators	 
    	  	  	  	Total Sq. Feet (Net /
    Rentable)	 
    
	 Number of Parking
    Spaces	 
    	  	  	  	Occupied Space	 
    
	 Number of Units
    / Rooms / Beds	 
    	  	  	  	Vacant Space	 
    
	 Rent Roll obtained
    at Inspection	 
    	  	  	  	Total Percent Occupied	 
    
	 Total
    Number of Down Units / Rooms / Beds	  	 
    	  	Annual Occupancy	 
    
	 Unit of Measurement
    Used	  	  	 
    	  	Annual Turn Over	 
    
	  	  	  	  	  	  
	 Property
    Offers Rental Concessions	 
    	 
    	 
    	If
    yes, please describe concessions:
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	

    Copywrite 2008 Mortgage Bankers Association, Washington, DC	  	  	    


 


 



    B-4


     

    







 


General
Info     


	  	  	  	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	        Time   	 
    	  	Property City	 
    	  	 
    
	 Loan Number	 
    	  	  	  	  	  	  	Property State/Country	 
    	  	/
	 Property Name	 
    	  	  	  	  	  	  	Overall Property Rating	 
    	  	 
    
	  	  	  	  	  	  	  	  	  	  	  	  
	 Franchise Name	 
    	  	Franchise
    change since last inspection	 
    
	  	  	  	  	  	  	  	  	  
	 Number
    of Occupied Units Inspected	  	 
    	  	  	Number of
    Vacant Units Inspected	  	 
    
	  	  	  	  	  	  	  	  	  
	 Is there
    any dark space?	 
    	  	  Describe:	 	 
	 Is there
    any down space?	 
    	  	  Describe:	 	 





	  	  	  	  
	 Capital
    Expenditures	  	  	  
	 Describe
    in detail Repairs, Replacements or Capital Improvements	Identified
    Cost	Status
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    





	  	  	  	  	  	  	  	  
	 Neighborhood
    and Site Comparison Data
	 Is the
    area declining or distressed	  	 
    	  	Percent
    Use - %
	 Is there
    any new construction in the area	  	  	Single Family	 
    
	 Top 2 Major	1. 	Name or Type	 
    	 
    	  	Multifamily	 
    
	 Competitors:	  	  Distance	 
    	  	  	Commercial	 
    
	  	2.  	Name or Type	 
    	  	  	Industrial	 
    
	  	  	  Distance	 
    	  	  	Undeveloped	100%





 


	 Describe
    area, surrounding land use & overall trends (include location in relation to subject property - N, S, E, W):
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    





	  	  	  	  	  	  	  	  
	 Management
    Company Information	  	  	  
	 Management Company
    Name	 
    	  	Phone Number	 
    
	 On Site Contact	                              /	  	Mgmt Interview	 
    
	 Role or Title of
    Contact	 
    	  	Length of
    time at property	 
    
	 Management Affiliation	 
    	  	Change since
    last inspection	  	 
    
	  	  	  	  	  	  	  
	 Other
    Information
	 Additional
    Collateral Description Information	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	
Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	    


 



    B-5


     

    




 


	  	 	 	  	  	  	  	  	  	  	  
	  	  	  	Physical
    Condition & DM     
	 	 	 	 
	Standard
                                         Inspection Form

         
	  	  
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    


 


	Physical
    Condition Assessment and Deferred Maintenance
	 


 


	Property
    Assessment


 


	Physical

        Condition
	Overall

        Rating
	Trend	Representative
                                         Components

        (Not all-inclusive)
	Inspector
    Comments
	 
    	 
    	  	  	  
	Curb
    Appeal	 
    	  	Comparison
    to Neighborhood; First Impression / Appearance	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Site	 
    	  	Subject
    Property Appearance; Signage; Ingress/Egress; Landscaping; Site Lighting; Parking Lot; Striping; Garage/Carports; Irrigation
    System; Drainage; Retaining Walls; Walkways; Fencing; Refuse Containment & Cleanliness, Hazardous Material Storage	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Building
                                         /

        Mechanical

        systems
	 
    	  	HVAC;
    Electrical; Boilers; Water Heaters; Fire Protection; Sprinklers; Plumbing; Sewer; Solar Systems; Elevators/ Escalators; Chiller
    Plant; Cooling Towers; Building Oxygen Systems; Intercom System; PA System; Security Systems	 
    
	 
    	 
    	 
    	 
    	 
    
	Building

        Exteriors
	 
    	 
    	Siding;
    Trim; Paint; Windows; Exterior Entry Ways; Stairs; Railings; Balconies; Patios; Gutters; Downspouts; Foundations; Doors; Façade;
    Structure (Beam/Joist)	 
    
	 
    	 
    	  	  	  
	Building

        Roofs
	 
    	  	Roof
    Condition; Roof Access; Top Floor Ceilings; Shingles/ Membrane; Skylights; Flashing; Parapet walls; Mansard roofs	 
    
	 
    	 
    	 
    	 
    	 
    
	Occupied

        Units
        / Space
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 

        Vacant
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 

        Down
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 
    	 
    	  	  	  
	Interior

        Common

        Areas
	 
    	  	Mailboxes;
    Reception Area; Lobby; Food Courts; Dining Areas; Kitchen; Halls; Stairways; Meeting Rooms; Public Restrooms; Storage; Basement;
    Healthcare Assistance Rooms; Pharmacy / Medication Storage; Nurses Station	 
    
	 
    	 
    	 
    	 
    	 
    





 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     


 






    B-6


     

    



 


	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	  	  	 	 	 	Physical
    Condition & DM     
	 	 	 	 
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    





 


	Amenities
	 
    	 
    	Pool; Clubhouse;
        Gym; Laundry Area / Rooms; Playground; Wireless Access; Restaurant/Bar; Business Center; Sport Courts; Spa; Store; Media
        Center
	 
    
	Management

        Competence
	 
    	 
    	Professionalism;
    Ability to respond to questions; Knowledge of property; Knowledge of neighborhood/ market; Preparedness for inspection; Had
    all requested paperwork; Tenants notified	 
    



 


	Exterior
    - Additional description of the property conditions:
	 

         

         

	  
	Interior
    - Additional description of the property conditions:
	 

         

         






 


	Deferred
    Maintenance Items


 


	Identify
    Item and Describe Condition (including location)	Rating	Photo

        #
	Life

        Safety
	Est.
    Cost
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    



 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     


 






    B-7


     

    




 


	  	  	  	  	  	  	  	  	 	 	  
	Standard Inspection Form	  	  
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Photos


  


	 	 


 



    B-8


     

    




  


Mgmt Interview      


	  	  	  	  	  	  	  	  	 	 	  
	Company
    Name/Logo	  	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Management
    Information & Interview


 


	  	 
    	  	  	 
    	 
    	 
    
	Management Company Name	 
    	  	Phone Number	 
    	 
    
	Name of Information Source	                       /	  	Email Address	 
    	 
    
	Role or Title of Information
    Source	 
    	  	Length of
    time at property	 
    
	Management Affiliation	 
    	  	Mgmt change
    from last inspection	 
    





	  	  	  
	In your opinion, how does
    the property perform compared to similar properties in the area?	 
    	 
    
	In your opinion, what
    is the average percentage of vacancy in similar properties in the area?	  	 
    
	Based on market survey,
    what is the current average rents paid in the area ($ per square foot/units/beds)?	  	 
    
	In
    your opinion, explain the reason for any variance on vacancy & rents between the market and the subject property:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    have there been any fires, significant water intrusion or other property damage?	  	 
    
	If
    yes, explain the location on the property, costs associated, any insurance claims submitted, resolution & leaseability:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    to the best of your knowledge, have any code violations been received?	  	 
    
	If
    yes, please describe the violation, the costs associated and any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	Is the property undergoing
    any significant rehab/construction?	  	 
    
	If
    yes, explain the location, size and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Is the property in compliance
    with ALL O&M Plan(s)?	 
    	 
    
	(Plans
    such as, but not limited to, Operations and Maintenance, Moisture Management and Environmental Remediation.)	  	  
	If
    no, please explain which plan(s), the requirements, noncompliance items and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Any change or violations
    of a Franchise Agreement or License(s) at the property?	 
    	 
    
	If
    yes, please explain any change or violation, costs & any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	To the best of your knowledge,
    are there any lawsuits pending that may negatively impact the property?	  	 
    
	If
    yes, please explain:	  	  
	 
    	  	 
    
	  	  	  
	Other
    Information or Comments:	  	  
	 
    	  	  
	 
    	  	 
    
	  	  	  
	Copyright
    2008 Mortgage Bankers Association, Washington, DC	  	   


 



    B-9


     

    

 


Multifamily 


 


Standard
Inspection Form 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property
    State/Country	 
    	 /	 
    
	Property
    Name	 
    	 
    	 
    	Overall
    Property Rating	 
    


 


	Multifamily,
    Mobile Homes, Cooperative Housing, Student Housing


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Information
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Heat at the
    Property	 
    	  	  	Gas at the
    Property	 
    
	Water at the
    Property	 
    	  	  	Trash at the
    Property	 
    
	Electric at
    the Property	 
    	  	  	Cable at the
    Property	 
    
	Change to
    Major Employer	 
    	  	  	If yes, describe:	 
    
	Change to
    Commercial/Retail	 
    	  	  	If yes, describe:	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  Unit Breakdown	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	#
    of Bedrms	#
    of Bath	#
    of Units	Avg
    Ft2
    / Unit	Monthly
    Rent	#
    Occupied	#
    Vacant	#
    Down	#
    Inspected
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Tenant Profile	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    	 
    
	   Corporate	 
    	  	Military	 
    	  	Seasonal	 
    	  	Seniors	 
    	  	Students	 
    	Other	100%
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Condition
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Detailed
    Report of Units Inspected	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Unit
    #	#
    of Bedrms	#
    of Bath	Square
    Feet	Asking
    Rent	Current
    Use	 Overall
    Condition	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	    


 


 



    B-10


     

    




 


Healthcare     


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    




 





	Healthcare,
    Nursing Home, Hospitals




	 
	   Property Information
	 




	 	 	 	 	 	 	 	 	 	 
	 	General Information	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Total Number of Beds	 	 	 	Number of Beds Occupied	 
	 	 	 	 	 	% Occupied	 
	 	 	 	 	 	 	 
	 	New Patients Currently being Accepted  	 	 	 	Admission Waiting Period	 
	 	 	 	 	 	Proximity to a Hospital	 












	 	 	 	 	 	 	 	 	 	 
	 	Level of Care Breakdown	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Unit Type	Total #

Beds	Total # Beds Occupied	
        Total # 

        Units
	Total # Units

Occupied	Avg. S.F. / 

Unit	 Monthly 

Rent	# Beds

Vacant
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	  Totals	 	 	 	 	 	 	 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Administrator’s Name	 	/	 	 	Length of Time at Property	 	 
	 	Director of Nursing’s Name	 	/	 	 	Length of Time at Property	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Direct Care Staff Numbers	 	Day	Evening	Night	Comments
	 	 	Nurses -	RNs	 	 	 	 	 
	 	 	Nurses -	LPNs	 	 	 	 	 
	 	 	Other Direct Care	 	 	 	 
	 	Non Direct Care Personnel	 	 	 	 
	 	Total Staff	 	 	 	 	 















	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Regulatory / Licensing Agency Information	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name of the Agency	 	 	 	Contact Person	                         /	 	 
	 	Expiration Date of Operating License	 	 	All Licenses Current	 	 	 
	 	Date of last Medicare inspection	 	 	Property Medicare Certified	 
	 	Date of last Medicaid inspection	 	 	Property Medicaid Certified	 
	 	Please describe any violations, costs associated, resolution or outstanding issues: 
	 	 


 


	      Copyright
    2008 Mortgage Bankers Association, Washington, DC	


 






    B-11


     

    









 


Healthcare     


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    










	 	 	 	 	 	 	 	 	 
	Property Condition	 	 	 	 
	Handrails in the halls	 	 	Exits clearly marked	 
	Grab bars present in rest rooms	 	 	Intercom System	 
	Staff interacts well with residents	 	 	Generator Function	 
	Facility looks and smells clean	 	 	 	 
	Additional description of any safety or deficiency issues observed: 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Units or Beds Inspected	 	 	 	 	 
	 	 	 	 	 	 	 
	Down Units (List the unit #)	 	 	 	 
	 	 	 	 	 	 	 
	Detailed Report of Units Inspected	 	 	 	 







 





	Unit #	# of Bedrms	# of Bath	Square Feet	Asking Rent	Current Use	Overall Condition
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 










  


	      Copyright
    2008 Mortgage Bankers Association, Washington, DC	


 



    B-12


     

    

  


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    



	  	 	 	 	 	 	 	 	 	  	 	 	  	 	  
	Rent
    Roll
	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 
	Rent Roll Attached	 
    	  	  	(Select
    One)	  	  
	Rent Roll Summary Attached	 
    	  	  	  	  	  	  
	Single Tenant Property	 
    	  	  	Lease expires:	  	  
	Hospitality Property	 
    	  	  	YTD ADR:	  	  	RevPAR: 	 	  	ADO: 	  
	  	  	  	  	  	  	  	  	  	  	  
	Insert
    Rent Rolls in the space below using Excel commands or via Copy and Paste


  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     







 


    B-13


     

    

  


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date   	 
    	Time	 
    	 
    	 
Property
    City    		 
    
	Loan
    Number   	 
    	 
    	Property State/Country	  	 
	 
    	   	 
    
	Property
    Name   	 
    	 
    	Overall Property
        Rating	
	 
    



 


	Maps
	  


 


	  	Regional
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

	  	  
	  	Neighborhood
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         



  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	    


 


    B-14


     

    
 


Comprehensive
Assessment Addendum     

	  	 	  
	Company
    Name/Logo	 	Standard
    Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	 
    	 
    	 
    	 
    	 
    
	Limitations
    of Field Assessment
	  
	Did
    you experience any of the following limitations to performing this field assessment:  (Choose Yes/No)	  
	  	Management
    unavailable for interview or management experience on the property is less than six months	 
    
	  	Occupied units
    were unavailable for assessment, or the total number of units available (occupied or unoccupied) was insufficient	 
    
	  	Significant
    portions of the common areas, amenities or basements, etc. were unavailable for assessment	 
    
	  	Snow was covering
    most exterior areas (parking lots, roofs, landscape areas)	 
    
	  	Other	  	  	  
	  	None	 
    	  	  
	  	Comment:	 
    	  	 
    




	  	  	  
	Comprehensive
    Property Assessment Ratings
	  	  	  
	1.  	Life
    Safety (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	2.	Deferred
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	3.	Routine
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	4.	Capital
    Needs (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	5.	Level/Volume
    of issues noted and appropriate follow-up recommendations (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    



	  	  	  	  	  	  
	Overall
    Rating and Additional Comments
	  
	Overall
    Rating Scale:	 

         
	  
	  	  	1
    = No substantial concerns observed. No further action required.
	 	 	 
	  	  	2 = Some
    minor issues noted. Limited follow-up required.
	 	 	 
	  	  	3 = Substantial
    and/or critical issues noted. Documented follow-up required.
	 	 	 
	  	  	4 = Overall
    condition showing signs of deterioration. Documented follow-up with possible action plan required.
	 	 	 
	  	  	5 = Severe
    deferred maintenance observed. Follow-up and substantial action plan required.
	  	  	  	  	  
	  	Comment: 	 

         




	  	  	  	  	  
	Inspector
    Information
	  	  	  	  	  
	Seller/Servicer
    Certification	Date:	 
    	 
    
	  	  	  	  	  
	First
    Name:	 
    	 
    	 
    	 
    
	Last
    name:	 
    	 
    	 
    	 
    
	Title:	 
    	 
    	 
    	 
    
	Phone
    Number:	 
    	 
    	 
    	 


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	    


 




    B-15


     

    






 


Comprehensive
Assessment Addendum     

	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	Email
    Address:	 
    	 
    	 
    	  


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	


 


    B-16


     

    





 


EXHIBIT
“C”


 


(Quarterly
Reports)


 


(see
attached)





 


    C-1


     

    


 


	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	INSURANCE
    MONITORING REPORT


  


	 Servicer 
Loan
    #	MLS
 Loan
    # 	 Borrower 
Name	 Property 
Name	 Property 
Address	 Effective 
Date	 Expiration 
Date	 Insurance 
Co.	Type
    of
 Coverage 	Policy
 Number 	 Coverage 
Amount	 Deductible 	 Escrowed 
(Y/N)	 Loss Payee Endorsement 

        Reflects Trust
        (Y/N)
	Meets
Qualified
    Ins
 Ratings (Y/N) 	Frequency
    of
 Disbursement 
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    


 


Note:  Please
include one line per Insurance coverage.


  


The
undersigned hereby certifies that it holds in its custody a certificate or other appropriate proof of valid insurance on the individual
properties which are securing mortgage loans held by the above referenced “transaction/securitization” which
are subserviced by the undersigned on behalf of Midland Loan Services, Inc. The hazard coverage provided by such policies
complies with the requirements of the individual loan documents. The properties are correctly identified in the policies,
and all improvements thereon to be insured are included and properly described; that the name or names of the insured exactly
conform to the names or names in which title is held; that a standard, non contributory clause in favor of _______________________ is
or endorsed on the policies. The amount of coverage is not less than the amount required under the individual loan documents.


 


	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 


 


    C-2


     

    


 

	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	TAX
    MONITORING REPORT





  


	
 Servicer Loan

 #	MLS
 Loan # 	 Borrower 
Name	 Property
    Name 	 Property 
Address	 Property
    City 	 Property 
State	 Property
    Zip 
Code	 Parcel
    No. 	 Tax Authority 
Name	 Tax
    Type 	Next
    Tax
 Due Date 	 Escrowed 
(Y/N)
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


Note:  Please
include one line per tax parcel.


  


The
undersigned hereby certifies that it has inspected actual tax receipts or has otherwise verified full payment of all real estate
taxes for the year __________________________ and prior years on properties covered by all mortgage loans subserviced by
it on behalf of Midland Loan Services, Inc., and held by __________________________ excepting only the loans hereinafter
listed; the undersigned further certifies that no unredeemed sales certificates or other tax liens are outstanding against any
of the aforesaid properties other than as stated below.



  


	Loan
    Number	Mortgagor	Explanation


  

	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 



 



    C-3


     

    


 

	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	UCC
    MONITORING REPORT


 

	Servicer
    Loan 

#	MLS
Loan #	Borrower
Name	State
    of Incorporation 

or State of Residence	Property
Name	Filing
    Type	Filing
Location	Original Filing 
Number	Original
Filing
    Date	Expiration
Date	
Trust
    is Named
Beneficiary (Y/N)
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Note:  Please
    include one line per UCC filing.


 


The
undersigned hereby certifies that it has inspected actual UCC-1 filings or has otherwise verified filing of all UCC-1 documents
and further certifies that there has been no lapse in lien position on the collateral secured by said UCC-1 filings for all loans
subserviced on behalf of Midland Loan Services, Inc., and held by     ______________________________ .


  


	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 


  


	Please
    forward to Midland Loan Services copies of all filings and attachments.	  


	If
    copies cannot be supplied, Midland will need the following information:


 


	  	  	Exact
    Name and Address of current beneficiary (if not assigned to the Trust)
	  	  	Complete
    Address of the Borrower
	  	  	Copies
    of collateral description and legal description


 


    C-4


     

    

 


EXHIBIT
“D”


 


(Remittance
Reports)


 


(see
attached)


 






    D-1


     

    

  


	TRANSACTION
    NAME:	 
    	 
    	  	  	  	  	  
	SUBSERVICER:	 
    	 
    	  	  	  	  	  
	FOR
    DISTRIBUTION DATE:	  	  	  	  	  	  	  


 


	MASTER

        SERVICER #
	 SUBSERVICER 

        LOAN #
	BORROWER
NAME	BEGINNING

        BALANCE
	PAYMENT
AMOUNT	PRINCIPAL
    AMOUNT	INTEREST
AMOUNT	SERVICE

        FEE
	NET
INTEREST	NET

        REMITTANCE
	ENDING

        BALANCE
	PAYMENT
DATE
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	TOTALS	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


    D-2


     

    

 









EXHIBIT “E”


 


(Form of Mortgagee Clause for Insurance
Policies)


 


The mortgagee clause for insurance policies
should be as follows:


 


Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of the Holders of UBS Commercial Mortgage Securitization Corp., Commercial Mortgage Pass-Through Certificates, Series 2017-C5








 






    E-1