EX-4.1 3 exh4-1.htm POOLING AND SERVICING AGREEMENT, DATED AND EFFECTIVE AS OF OCTOBER 1, 2017



Exhibit 4.1


 


EXECUTION
VERSION


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.,

as Depositor


 


Wells
Fargo Bank, National Association,

as Master Servicer


 


rialto
capital advisors, llc,

as Special Servicer


 


AEGON
USA REALTY ADVISORS, LLC,

as Fairmount at Brewerytown Special Servicer,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator,


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer 


 


 






 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of October 1, 2017







 





 






 


Commercial
Mortgage Pass-Through Certificates


 


Series
2017-C4





 






     


     


    




 


TABLE
OF CONTENTS


 


	 	 	 	 	Page
	 
	ARTICLE
    I
	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined
    Terms	 	6
	Section 1.02	Certain
    Calculations	 	129
	 	 	 	 
	ARTICLE
    II
	 	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance
    of Mortgage Loans	 	131
	Section 2.02	Acceptance
    by Trustee	 	138
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	 	144
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	 	159
	Section 2.05	Creation
    of the Grantor Trust	 	160
	 	 	 	 
	ARTICLE
    III
	 	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	The

    Master Servicer to Act as Master Servicer; Special Servicer to Act
as Special Servicer; Administration of the Mortgage Loans,
    the Serviced Companion Loans, and REO Properties	 	160
	Section 3.02	Collection
    of Mortgage Loan Payments	 	168
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	174
	Section 3.04	The

    Collection Account, the Lower-Tier REMIC Distribution Account, the
Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the Gain-on-Sale Reserve Account	 	178
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	185
	Section 3.06	Investment
    of Funds in the Collection Account and the REO Account	 	196
	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	198
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	203
	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	 	209




 









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	Section 3.10	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	 	213
	Section 3.11	Servicing
    Compensation	 	214
	Section 3.12	Inspections;
    Collection of Financial Statements	 	221
	Section 3.13	Access
    to Certain Information	 	227
	Section 3.14	Title
    to REO Property; REO Account	 	241
	Section 3.15	Management
    of REO Property	 	242
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	 	245
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	 	252
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	 	254
	Section 3.19	Transfer
    of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	 	267
	Section 3.20	Sub-Servicing
    Agreements	 	274
	Section 3.21	Interest
    Reserve Account	 	278
	Section 3.22	Directing
    Certificateholder and Operating Advisor Contact with the Master Servicer and the Special Servicer	 	278
	Section 3.23	Controlling
    Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers
    of Directing Certificateholder and the Risk Retention Consultation Party	 	278
	Section 3.24	Intercreditor
    Agreements	 	283
	Section 3.25	Rating
    Agency Confirmation	 	287
	Section 3.26	The
    Operating Advisor	 	288
	Section 3.27	Companion
    Paying Agent	 	296
	Section 3.28	Serviced
    Companion Noteholder Register	 	297
	Section 3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	297
	Section 3.30	[RESERVED]	 	300
	Section 3.31	[RESERVED]	 	300
	Section 3.32	Litigation
    Control	 	300
	Section 3.33	Delivery
    of Excluded Information to the Certificate Administrator	 	303
	 	 	 	 
	ARTICLE
    IV
	 	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	304
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	314
	Section 4.03	P&I
    Advances	 	320
	Section 4.04	Allocation
    of Realized Losses	 	323
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	 	324
	Section 4.06	Grantor
    Trust Reporting	 	328
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	330
	Section 4.08	Secure
    Data Room	 	333


 


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	ARTICLE
    V
	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	The Certificates	 	334
	Section 5.02	Form and Registration	 	335
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	338
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	348
	Section 5.05	Persons Deemed Owners	 	348
	Section 5.06	Access to List of Certificateholders’
    Names and Addresses; Special Notices	 	348
	Section 5.07	Maintenance of Office or Agency	 	350
	Section 5.08	Appointment of Certificate Administrator	 	350
	Section 5.09	[RESERVED]	 	351
	Section 5.10	Voting Procedures	 	351
	 	 	 	 
	ARTICLE
    VI
	 	 	 	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	OPERATING
    ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE
	DIRECTING
    CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY
	 	 	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
    Reviewer	 	352
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	358
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	 	358
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	 	360
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	 	366
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	367
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	 	367
	Section 6.08	The
    Directing Certificateholder and the Risk Retention Consultation Party	 	367
	Section 6.09	Knowledge
    of Wells Fargo Bank, National Association	 	375


 


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ARTICLE
VII


 


SERVICER
TERMINATION EVENTS


 


	Section 7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	375
	Section 7.02	Trustee
    to Act; Appointment of Successor	 	384
	Section 7.03	Notification
    to Certificateholders	 	386
	Section 7.04	Waiver
    of Servicer Termination Events	 	386
	Section 7.05	Trustee
    as Maker of Advances	 	387
	 	 	 	 
	ARTICLE
    VIII
	 	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	 	387
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	389
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	391
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	 	391
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	391
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	 	393
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	 	394
	Section 8.08	Successor
    Trustee or Certificate Administrator	 	396
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	 	397
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	 	397
	Section 8.11	Appointment
    of Custodians	 	398
	Section 8.12	Representations
    and Warranties of the Trustee	 	399
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	400
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	 	400
	Section 8.15	Compliance
    with the PATRIOT Act	 	401
	 	 	 	 
	ARTICLE
    IX
	 	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of
    All Mortgage Loans	 	402
	Section 9.02	Additional Termination Requirements	 	405
	 	 	 	 
	ARTICLE
    X
	 	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 	 	 	 
	Section 10.01	REMIC Administration	 	406


 


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	Section 10.02	Use of Agents	 	409
	Section 10.03	Depositor, Master Servicer and Special Servicer
    to Cooperate with Certificate Administrator	 	410
	Section 10.04	Appointment of REMIC Administrators	 	410
	 	 	 	 
	ARTICLE
    XI
	 	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	 	411
	Section 11.02	Succession; Subcontractors	 	412
	Section 11.03	Filing Obligations	 	414
	Section 11.04	Form 10-D and Form ABS-EE Filings	 	415
	Section 11.05	Form 10-K Filings	 	419
	Section 11.06	Sarbanes-Oxley Certification	 	422
	Section 11.07	Form 8-K Filings	 	424
	Section 11.08	Form 15 Filing	 	426
	Section 11.09	Annual Compliance Statements	 	426
	Section 11.10	Annual Reports on Assessment of Compliance with
    Servicing Criteria	 	428
	Section 11.11	Annual Independent Public Accountants’
    Attestation Report	 	430
	Section 11.12	Indemnification	 	431
	Section 11.13	Amendments	 	434
	Section 11.14	Regulation AB Notices	 	434
	Section 11.15	Certain Matters Relating to the Future Securitization
    of the Serviced Pari Passu Companion Loans	 	434
	Section 11.16	Certain Matters Regarding Significant Obligors	 	440
	Section 11.17	Impact of Cure Period	 	440
	 	 	 	 
	ARTICLE
    XII
	 	 	 	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 	 	 	 
	Section 12.01	Asset Review	 	440
	Section 12.02	Payment of Asset Representations Reviewer Fees
    and Expenses; Limitation of Liability	 	446
	Section 12.03	Resignation of the Asset Representations Reviewer	 	447
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	447
	Section 12.05	Termination of the Asset Representations Reviewer	 	448
	 	 	 	 
	ARTICLE
    XIII
	 	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 	 
	Section 13.01	Amendment	 	451
	Section 13.02	Recordation of Agreement; Counterparts	 	455
	Section 13.03	Limitation on Rights of Certificateholders	 	456


 


    -v- 


     


    
 

	Section 13.04	Governing Law; Submission
    to Jurisdiction; Waiver of Jury Trial	 	457
	Section 13.05	Notices	 	458
	Section 13.06	Severability of Provisions	 	464
	Section 13.07	Grant of a Security Interest	 	464
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	464
	Section 13.09	Article and Section Headings	 	465
	Section 13.10	Notices to the Rating Agencies	 	465




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


 


    -vii- 


     


    
 

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


 






    -viii- 


     


    




 




	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans With Escrows or Reserves Exceeding
    10% of the Initial Principal Balance



 






    -ix- 


     


    

 


This
Pooling
 and Servicing Agreement is dated and effective as of October 1, 2017,
among UBS Commercial Mortgage Securitization Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC as Special Servicer, AEGON
USA Realty Advisors, LLC, as Fairmount at Brewerytown Special Servicer,
Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


The
Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”),
to be issued hereunder in multiple classes (each, a “Class”),
which in the aggregate will evidence the entire
beneficial ownership interest in the Trust to be created hereunder, the
primary assets of which will be a pool of commercial mortgage
loans. As provided herein, the Certificate Administrator shall elect or
shall cause an election to be made to treat designated
portions of the Trust (exclusive of the Excess Interest and the proceeds
 thereof in the Excess Interest Distribution Account)
for federal income tax purposes as two (2) separate real estate mortgage
 investment conduits (the “Upper-Tier REMIC“
and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 


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


 






     


    


    

 


	Class
                                         Designation

        
	 	Interest
                                         Rate

        
	 	Original
                                         Lower-Tier
 Principal Amount






	Class
    LA1	 	(1)	 	$	 29,700,000	 
	Class
    LA2	 	(1)	 	$	 59,394,000	 
	Class
    LASB	 	(1)	 	$	 40,741,000	 
	Class
    LA3	 	(1)	 	$	 198,022,000	 
	Class
    LA4	 	(1)	 	$	 244,980,000	 
	Class
    LAS	 	(1)	 	$	 85,926,000	 
	Class
    LB	 	(1)	 	$	31,711,000	 
	Class
    LC	 	(1)	 	$	 31,710,000	 
	Class
    LD	 	(1)	 	$	 37,848,000	 
	Class
    LE	 	(1)	 	$	 16,367,000	 
	Class
    LF	 	(1)	 	$	8,184,000	 
	Class
    LG	 	(1)	 	$	 20,458,000	 
	Class
    LNR	 	(1)	 	$	 13,298,557	 
	Class
    LR	 	None(2)	 	 	None     	 






 





 



 






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



 


		(2)	The

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



 


UPPER-TIER
REMIC


 


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


 


THE
GRANTOR TRUST


 


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


 






     -2-


     


    

 


THE
CERTIFICATES


 


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


 


	Class
                                         of Certificates

        
	 	Initial
Pass-Through Rate 
	 	Original

Certificate

Balance or

Notional Amount 

	Class
    A-1 Certificates	 	2.1290%	 	$29,700,000
	Class
    A-2 Certificates	 	3.1470%	 	$59,394,000
	Class
    A-SB Certificates	 	3.3660%	 	$40,741,000
	Class
    A-3 Certificates	 	3.3010%	 	$198,022,000
	Class
    A-4 Certificates	 	3.5630%	 	$244,980,000
	Class
    X-A Certificates	 	1.2629%(1)	 	$572,837,000(2)
	Class
    X-B Certificates	 	0.5192%(1)	 	$149,347,000(2)
	Class
    X-D Certificates	 	1.7038%(1)	 	$37,848,000(2)
	Class
    X-E Certificates	 	1.2738%(1)	 	$16,367,000(2)
	Class
    X-F Certificates	 	1.2738%(1)	 	$8,184,000(2)
	Class
    X-G Certificates	 	1.2738%(1)	 	$20,458,000(2)
	Class
    X-NR Certificates	 	1.2738%(1)	 	$13,298,557(2)
	Class
    A-S Certificates	 	3.8360%	 	$85,926,000
	Class
    B Certificates	 	4.2390%	 	$31,711,000
	Class
    C Certificates	 	4.6038%	 	$31,710,000
	Class
    D Certificates	 	2.9000%	 	$37,848,000
	Class
    E Certificates	 	3.3300%	 	$16,367,000
	Class
    F Certificates	 	3.3300%	 	$8,184,000
	Class
    G Certificates	 	3.3300%	 	$20,458,000
	Class
    NR Certificates	 	3.3300%	 	$13,298,557
	Class
    Z Certificates	 	None(3)	 	N/A
	Class
    R Certificates	 	None(3)	 	N/A



 





 






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



 


		(2)	None

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



 


		(3)	Neither

                                         the Class Z nor the Class R
 Certificates will not have a Certificate Balance or
                                         a Notional Amount, bear
interest or be entitled to distributions of Prepayment Premiums
                                         or Yield Maintenance Charges.
Any Available Funds remaining in the Upper-Tier REMIC Distribution
                                         Account, after all required
distributions under this Agreement have been made to each
                                         Class of Regular Certificates
will be deemed distributed to the Class UR Interest
                                         and shall be payable to the
Holders of the Class R Certificates.



 


Pursuant
to
 the Underwriting Agreement and the Certificate Purchase Agreement, RREF
 III-D U 2017-C4, LLC is purchasing from the Underwriters
or the Initial Purchasers, as


 






     -3-


     


    

 


the
case may be, the respective portions of the Certificate Balance, the Notional Amount or Percentage Interest, as applicable, of
each Class of Certificates set forth below:


 


	 	 	Certificate
Balance, Notional 

Amount or Percentage Interest 

	Class
    A-1 Certificates	 	$1,485,000
	Class
    A-2 Certificates	 	$2,970,000
	Class
    A-SB Certificates	 	$2,038,000
	Class
    A-3 Certificates	 	$9,902,000
	Class
    A-4 Certificates	 	$12,249,000
	Class
    X-A Certificates	 	$28,642,000
	Class
    X-B Certificates	 	$7,468,000
	Class
    X-D Certificates	 	$1,893,000
	Class
    X-E Certificates	 	$819,000
	Class
    X-F Certificates	 	$410,000
	Class
    X-G Certificates	 	$1,023,000
	Class
    X-NR Certificates	 	$665,557
	Class
    A-S Certificates	 	$4,297,000
	Class
    B Certificates	 	$1,586,000
	Class
    C Certificates	 	$1,586,000
	Class
    D Certificates	 	$1,893,000
	Class
    E Certificates	 	$819,000
	Class
    F Certificates	 	$410,000
	Class
    G Certificates	 	$1,023,000
	Class
    NR Certificates	 	$665,557
	Class
    Z Certificates	 	         5%


 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $818,339,557.


 






     -4-


     


    

 


WHOLE
LOANS


 


	Whole
    Loan	Type	Non-Serviced
    

    PSA	Mortgage
    Loan	Companion
    Loan(s)
	237
    Park Avenue Whole Loan	Non-Serviced
    Whole Loan	MSSG
    Trust 2017-237P	237
    Park Avenue Mortgage Loan	237
                                         Park Avenue Pari Passu Companion Loans

         

        237
        Park Avenue Subordinate Companion Loans

         

	Park
    West Village Whole Loan	Non-Serviced
    Whole Loan	UBS
    2017-C2	Park
    West Village Mortgage Loan	Park
                                         West Village Pari Passu Companion Loans

         

        Park
        West Village Subordinate Companion Loans

         

	The
    District Whole Loan	Serviced
    Whole Loan	N/A	The
    District Mortgage Loan	The
    District Pari Passu Companion Loans
	245
    Park Avenue Whole Loan	Non-Serviced
    Whole Loan	245
    Park Avenue Trust 2017-245P TSA	245
    Park Avenue Mortgage Loan	245
                                         Park Avenue Pari Passu Companion Loans

         

        245
        Park Avenue Subordinate Companion Loans

         

	Fairmount
    at Brewerytown Whole Loan	Serviced
    Whole Loan	N/A	Fairmount
    at Brewerytown Mortgage Loan	Fairmount
    at Brewerytown Subordinate Companion Loan
	50
    Varick Street Whole Loan	Servicing
    Shift Whole Loan	N/A(1)	50
    Varick Street Mortgage Loan	50
    Varick Street Pari Passu Companion Loans
	Meridian
    Sunrise Village Whole Loan	Serviced
    Whole Loan	N/A	Meridian
    Sunrise Village Mortgage Loan	Meridian
    Sunrise Village Pari Passu Companion Loans
	Bank
    of America Office Campus Building 600 Whole Loan	Serviced
    Whole Loan	N/A	Bank
    of America Office Campus Building 600 Mortgage Loan	Bank
    of America Office Campus Building 600 Pari Passu Companion Loan
	Macedonia
    Commons Whole Loan	Servicing
    Shift Whole Loan	N/A(1)	Macedonia
    Commons Mortgage Loan	Macedonia
    Commons Pari Passu Companion Loan
	DoubleTree
    Berkeley Marina Whole Loan	Serviced
    Whole Loan	N/A	DoubleTree
    Berkeley Marina Mortgage Loan	DoubleTree
    Berkeley Marina Pari Passu Companion Loans
	JW
    Marriott Chicago Whole Loan	Non-Serviced
    Whole Loan	CSAIL
    2017-CX9	JW
    Marriott Chicago Mortgage Loan	JW
                                         Marriott Chicago Pari Passu Companion Loans

         

        JW
        Marriott Chicago Subordinate Companion Loans

         

	TZA
    Multifamily Portfolio I Whole Loan	Non-Serviced
    Whole Loan	UBS
    2017-C2	TZA
    Multifamily Portfolio I Mortgage Loan	TZA
    Multifamily Portfolio I Pari Passu Companion Loans



 






     -5-


     


    

 


 


	Del
    Amo Fashion Center Whole Loan	Non-Serviced
    Whole Loan	DAFC
    2017-AMO TSA	Del
    Amo Fashion Center Mortgage Loan	Del
                                         Amo Fashion Center Pari Passu Companion Loans

         

        Del
        Amo Fashion Center Subordinate Companion Loans

         



(1)
      On and after the related Servicing
Shift Securitization Date, the Servicing Shift Whole Loan will be
serviced pursuant
to the related Non-Serviced PSA


 


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


 


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


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 






     -6-


     


    

 


access
to which is limited to the Depositor and any NRSRO that has provided an NRSRO Certification to the 17g-5 Information Provider.


 


“237
Park Avenue Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 23, 2017, by and
among the holders of the respective promissory notes evidencing the 237 Park Avenue Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“237
Park Avenue Mortgage Loan”: With respect to the 237 Park Avenue
Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule),
 which is evidenced by promissory notes Senior Note A-2-C1
and Building Note A-2-C1 .


 


“237
Park Avenue Mortgaged Property”: The Mortgaged Property that secures the 237 Park Avenue Whole Loan.


 


“237
Park Avenue Pari Passu Companion Loans”: With respect to the 237
Park Avenue Whole Loan, the Companion Loans evidenced
by the related promissory notes Senior Note A-1-S, Building Note A-1-S,
Senior Note A-1-C1, Building Note A-1-C1, Senior Note
A-1-C2, Building Note A-1-C2, Senior Note A-2-S, Building Note A-2-S,
Senior Note A-2-C2, Building Note A-2-C2, Senior Note A-2-C3
and Building Note A-2-C3 and made by the related Mortgagor and secured
by the Mortgage on the 245 Park Avenue Mortgaged Property.


 


“237
Park Avenue Subordinate Companion Loans”: With respect to the 237 Park Avenue Whole Loan, the Companion Loans evidenced
by the related promissory notes Senior Note B-1-S, Building Note B-1-S, Senior Note B-2-S and Building Note B-2-S and made by
the related Mortgagor and secured by the Mortgage on the 237 Park Avenue Mortgaged Property.


 


“237
Park Avenue Whole Loan”: The 237 Park Avenue Mortgage Loan, together
 with the 237 Park Avenue Pari Passu Companion Loans
and the 237 Park Avenue Subordinate Companion Loans, each of which is
secured by the same Mortgage on the 237 Park Avenue Mortgaged
Property. References herein to the 237 Park Avenue Whole Loan shall be
construed to refer to the aggregate indebtedness under
the 237 Park Avenue Mortgage Loan, the 237 Park Avenue Pari Passu
Companion Loans and the 237 Park Avenue Subordinate Companion
Loans.


 


“245
Park Avenue Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 30, 2017, by and among the holders
of the respective promissory notes evidencing the 245 Park Avenue Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“245
Park Avenue Mortgage Loan”: With respect to the 245 Park Avenue Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-2-B-2-B and
A-2-B-3-C.


 


“245
Park Avenue Mortgaged Property”: The Mortgaged Property that secures the 245 Park Avenue Whole Loan.


 






     -7-


     


    

 


“245
Park Avenue Pari Passu Companion Loans”: With respect to the 245
Park Avenue Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E,
A-2-A-1, A-2-A-2, A-2-A-3, A-2-A-4, A-2-B-1, A-2-B-2-A, A-2-B-3-A,
A-2-B-3-B, A-2-C-1-A, A-2-C-1-B, A-2-C-2, A-2-D-1, A-2-D-2, A-2-D-3,
A-2-E-1 and A-2-E and made by the related Mortgagor and secured
by the Mortgage on the 245 Park Avenue Mortgaged Property.


 


“245
Park Avenue Subordinate Companion Loans”: With respect to the 245 Park Avenue Whole Loan, the Companion Loans evidenced
by the related promissory notes B-1, B-2, B-3, B-4 and B-5 and made by the related Mortgagor and secured by the Mortgage on the
245 Park Avenue Mortgaged Property.


 


“245
Park Avenue Trust 2017-245P TSA”: The trust and servicing agreement,
 dated as of May 30, 2017, among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank,
National Association, as servicer, AEGON USA Realty Advisors,
LLC, as special servicer, Wells Fargo Bank, National Association, as
certificate administrator, Wilmington Trust, National Association,
as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor.


 


“245
Park Avenue Whole Loan”: The 245 Park Avenue Mortgage Loan, together
 with the 245 Park Avenue Pari Passu Companion Loans
and the 245 Park Avenue Subordinate Companion Loans, each of which is
secured by the same Mortgage on the 245 Park Avenue Mortgaged
Property. References herein to the 245 Park Avenue Whole Loan shall be
construed to refer to the aggregate indebtedness under
the 245 Park Avenue Mortgage Loan, the 245 Park Avenue Pari Passu
Companion Loans and the 245 Park Avenue Subordinate Companion
Loans.


 


“50
Varick Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 18, 2017, by and between
the holders of the respective promissory notes evidencing the 50 Varick Street Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“50
Varick Street Mortgage Loan”: With respect to the 50 Varick Street Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2-A.


 


“50
Varick Street Mortgaged Property”: The Mortgaged Property that secures the 50 Varick Street Whole Loan.


 


“50
Varick Street Pari Passu Companion Loans”: With respect to the 50
Varick Street Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1 and A-3-A and made by the related
Mortgagor and secured by the Mortgage on the 50 Varick Street
Mortgaged Property.


 


“50
Varick Street Whole Loan”: The 50 Varick Street Mortgage Loan,
together with the 50 Varick Street Pari Passu Companion
Loans, each of which is secured by the same Mortgage on the 50 Varick
Street Mortgaged Property. References herein to the 50 Varick
Street Whole Loan shall be construed to refer to the aggregate
indebtedness under the 50 Varick Street Mortgage Loan and the 50
Varick Street Pari Passu Companion Loans.


 






     -8-


     


    

 


“AB
Control Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent
term under the related AB Intercreditor Agreement.


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among
the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan and any holders of any related
Pari Passu Companion Loans, relating to the relative rights
of such holders of the related AB Whole Loan, as the same may be further
 amended in accordance with the terms thereof. For the
avoidance of doubt, the 237 Park Avenue Intercreditor Agreement, the
Park West Village Intercreditor Agreement, the 245 Park Avenue
Intercreditor Agreement, the Fairmount at Brewerytown Intercreditor
Agreement, the JW Marriott Chicago Intercreditor Agreement
and the Del Amo Fashion Center Intercreditor Agreement are the only AB
Intercreditor Agreements under this Agreement.


 


“AB
Major Decision” With respect to each Serviced AB Whole Loan, a “major decision” or equivalent term under
the related AB Intercreditor Agreement.


 


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


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. For the avoidance of doubt, the 237 Park Avenue Mortgage Loan, the Park West Village Mortgage Loan, the
245 Park Avenue Mortgage Loan, the Fairmount at Brewerytown Mortgage Loan, the JW Marriott Chicago Mortgage Loan and the Del Amo
Fashion Center Mortgage Loan are the only AB Mortgage Loans under this Agreement.


 


“AB
Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan.


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the
related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the
Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related
 AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Intercreditor
Agreement. For the avoidance of doubt, the 237 Park Avenue
Subordinate Companion Loans, the Park West Village Subordinate Companion
 Loans, the 245 Park Avenue Subordinate Companion Loans,
the Fairmount at Brewerytown Subordinate Companion Loan, the JW Marriott
 Subordinate Companion Loans and the Del Amo Fashion Center
Subordinate Companion Loans are the only AB Subordinate Companion Loans
under this Agreement.


 






     -9-


     


    

 


“AB
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and a
related AB Subordinate Companion Loan. For the avoidance
of doubt, the 237 Park Avenue Whole Loan, the Park West Village Whole
Loan, the 245 Park Avenue Whole Loan, the Fairmount at Brewerytown
Whole Loan, the JW Marriott Chicago Whole Loan and the Del Amo Fashion
Center Whole Loan are the only AB Whole Loans under this
Agreement.


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by
reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property
specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist
or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related
Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not
materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the
Special Servicer may forbear taking any enforcement action,
provided that the Master Servicer (with respect to any
Non-Specially Serviced Loan) or the Special Servicer (with respect
to any Specially Serviced Loan) has determined, in its reasonable
judgment, based on inquiry consistent with the Servicing Standard
(and (i) unless a Control Termination Event has occurred and is
continuing, with the consent of the Directing Certificateholder
and (ii) with respect to a Specially Serviced Loan, after consultation
with the Risk Retention Consultation Party pursuant to
Section 6.08(a) (in either case, other than with respect to any
Mortgage Loan that is an Excluded Loan as to such party))
(and after a Control Termination Event has occurred and is continuing,
but prior to the occurrence and continuance of a Consultation
Termination Event, after non-binding consultation with the Directing
Certificateholder (or, with respect to a Serviced AB Whole
Loan, and prior to any related AB Control Appraisal Period, with the
consent of the related Serviced AB Whole Loan Controlling
Holder to the extent required under the related Intercreditor Agreement)
 as provided in Section 6.08) (other than with
respect to any Mortgage Loan that is an Excluded Loan as to such
party)), that either (a) such insurance is not available
at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to
the related Mortgaged Property and located in or around the region in
which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however,
 that the Directing Certificateholder (or, with respect
to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling
Holder prior to any AB Control Appraisal Period to the extent
required under the related Intercreditor Agreement) and the Risk
Retention Consultation Party will not have more than ten (10)
Business Days to respond to the Master Servicer’s or the Special
Servicer’s, as applicable, request for such consent
or consultation, as applicable; provided, further, that upon the Master Servicer’s or the Special Servicer’s,
as applicable, determination, consistent with the Servicing Standard, that exigent


 






     -10-


     


    

 


circumstances
do
 not allow the Master Servicer or the Special Servicer, as applicable,
to consult with the Directing Certificateholder, the
Risk Retention Consultation Party or any applicable Serviced AB Whole
Loan Controlling Holder, as applicable, the Master Servicer
or the Special Servicer, as applicable, is not required to do so. The
Master Servicer (at its own expense) and the Special Servicer
(at the expense of the Trust Fund) shall be entitled to rely on
insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -11-


     


    

 


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


 


“Advisers
Act”: As defined in Section 3.26(q).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or Serviced Whole Loan as to which any Appraisal
Reduction Event has occurred, will be an amount, calculated by
the Special Servicer (prior to the occurrence and continuance of a
Consultation Termination Event, in consultation with the Directing
Certificateholder (except in the case of an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the
majority of the Controlling Class), and, after the occurrence and during
 the continuance of a Control


 






     -12-


     


    

 


Termination
Event,
 in consultation with the Directing Certificateholder (except with
respect to any such Excluded Loan) and the Operating
Advisor and, after the occurrence and continuance of a Consultation
Termination Event, in consultation with the Operating Advisor),
as of the first Determination Date that is at least ten (10) Business
Days following the date on which the Special Servicer receives
the related Appraisal or conducts a valuation as described below, equal
to the excess of (a) the Stated Principal Balance
of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan over (b) the excess of (i) the
sum of (A) 90% of the Appraised Value of the related Mortgaged
Property as determined (1) by one or more Appraisals
obtained by the Special Servicer with respect to that Mortgage Loan
(together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be,
with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs of which shall be paid by the Master Servicer
as an Advance) or (2) by an internal valuation performed
by the Special Servicer (or at the Special Servicer’s election, by one
or more MAI appraisals obtained by the Special Servicer)
with respect to any Mortgage Loan (together with any other Mortgage Loan
 cross-collateralized with such Mortgage Loan) or Serviced
Whole Loan, as the case may be, with an outstanding principal balance
less than $2,000,000, minus, with respect to any Appraisals,
such downward adjustments as the Special Servicer may make (without
implying any obligation to do so) based upon its review of
the Appraisals and any other information it deems relevant; and
(B) all escrows, letters of credit and reserves in respect
of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the
date of calculation over (ii) the sum of, as of the
Due Date occurring in the month of the date of determination,
(A) to the extent not previously advanced by the Master Servicer
or the Trustee, all unpaid interest due on such Mortgage Loan or
Serviced Whole Loan, as the case may be, at a per annum
rate equal to its Mortgage Rate (and, with respect to any Serviced AB
Whole Loan, any accrued and unpaid interest on the related
AB Subordinate Companion Loan, as applicable), (B) all P&I
Advances on the related Mortgage Loan and all Servicing Advances
on the related Mortgage Loan or Serviced Whole Loan, as applicable, not
reimbursed from proceeds of such Mortgage Loan or Serviced
Whole Loan, as applicable, and interest thereon at the Reimbursement
Rate in respect of such Mortgage Loan or Serviced Whole Loan,
as applicable, and (C) all currently due and unpaid real estate
taxes, assessments, insurance premiums, ground rents, unpaid
Special Servicing Fees and all other amounts due and unpaid (including
any capitalized interest whether or not then due and payable)
with respect to such Mortgage Loan or Serviced Whole Loan, as the case
may be (which taxes, premiums, ground rents and other amounts
have not been the subject of an Advance by the Master Servicer, the
Special Servicer or the Trustee, as applicable); provided,
however, that without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such
valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above
within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and
(vi)
 of the definition of Appraisal Reduction Event, within one hundred
twenty (120) days (in the case of clause (i)) or
ninety (90) days or one hundred twenty (120) days, as applicable (in
case of clause (vi)) after the initial delinquency for
the related Appraisal Reduction Event), the Appraisal Reduction Amount
shall be deemed to be an amount equal to 25% of the current
Stated Principal Balance of the related Mortgage Loan or Serviced Whole
Loan, as applicable, until such time as such appraisal
or valuation referred to above is received or performed by the Special
Servicer and the Appraisal Reduction Amount is calculated
by the Special Servicer as of the first Determination Date that is at
least ten (10)


 






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Business
Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable
efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided,
further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the
definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal
within the one hundred twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction
Event as set forth in clause (vi) of the definition of
Appraisal Reduction Event, the Special Servicer shall order and
use reasonable efforts to receive such Appraisal within the ninety (90)
day period or one hundred twenty (120) day period, as
applicable, set forth in such clause (vi); provided, further,
however, that in no event shall the Special Servicer be required
to order any such Appraisal prior to the conclusion of such sixty (60),
ninety (90), or one hundred twenty (120) day period, as
applicable, and in each case, the related Appraisal shall be promptly
delivered in electronic format by the Special Servicer to
the Master Servicer and the Directing Certificateholder (but in the case
 of the Directing Certificateholder, only prior to the
occurrence and continuance of a Consultation Termination Event and other
 than with respect to any Excluded Loan with respect to
the Directing Certificateholder or the Holder of the majority of the
Controlling Class), the Certificate Administrator and the
Trustee. In connection with any Appraisal Reduction Amount, the Master
Servicer shall provide the Special Servicer with the information
as set forth in Section 4.05(c) within four (4) Business Days of its
receipt of any such request. The Master Servicer shall not
calculate Appraisal Reduction Amounts.


 


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


 


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


 


Any
Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall
be calculated by the applicable party under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced
PSA and shall constitute an “Appraisal Reduction Amount” under the terms of this Agreement with respect to such Non-Serviced
Mortgage Loan.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan,
and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to
the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of
such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount
of Periodic Payments on such Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of
such Mortgage Loan or Companion Loan, as applicable (other than an extension of the


 






     -14-


     


    

 


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


 


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


 


“Appraised
Value”: (i) With respect to any Mortgaged Property (other than a
 Non-Serviced Mortgaged Property), the appraised
value thereof as determined by the most recent Appraisal of the
Mortgaged Property securing the related Mortgage Loan, Serviced
Whole Loan, or Serviced AB Whole Loan, as applicable, and (ii) with
 respect to a Non-Serviced Mortgaged Property, the appraised
value allocable thereto, as determined pursuant to the applicable
Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -15-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review Trigger”: The occurrence of either (1) Mortgage Loans
with an aggregate outstanding principal balance of
25.0% or more of the aggregate outstanding principal balance of all of
the Mortgage Loans (including any successor REO Loans)
held by the Trust as of the end of the applicable Collection Period are
Delinquent Loans or (2)(A) prior to and including the
second anniversary of the Closing Date, at least 10 Mortgage Loans are
Delinquent Loans as of the end of the applicable Collection
Period and the outstanding principal balance of such Delinquent Loans in
 the aggregate constitutes at least 15.0% of the aggregate
outstanding principal balance of all of the Mortgage Loans (including
any successor REO Loans) held by the Trust as of the end
of the applicable Collection Period, or (B) after the second anniversary
 of the Closing Date, at least fifteen (15) Mortgage Loans
are Delinquent Loans as of the end of the applicable Collection Period
and the outstanding principal balance of such Delinquent
Loans in the aggregate constitutes at least 20.0% of the aggregate
outstanding principal balance of all of the Mortgage Loans
(including any successor REO Loans) held by the Trust as of the end of
the applicable Collection Period.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          the
aggregate
 amount of all cash received on the Mortgage Loans (in the case of a
Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related
 Non-Serviced Intercreditor Agreement) (including the
portion of Loss of Value Payments deposited into the


 






     -17-


     


    

 


Collection
Accounts pursuant to Section 3.05(g) of this Agreement) and any REO Property (including Compensating Interest Payments
with respect to the Mortgage Loans required to be deposited by the Master Servicer pursuant to Section 3.17(a))
 on deposit
in the Collection Accounts (in each case, exclusive of any amount on
deposit in or credited to any portion of the Collection Accounts
that is held for the benefit of the Companion Holders) as of the close
of business on the related P&I Advance Date, exclusive
of (without duplication):


 


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


 


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


 


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


 


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


 


(v)         all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class Z certificates) ;


 


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


 


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


 


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


 






     -18-


     


    

 


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


 


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


 


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


 


(e)          the
Gain-on-Sale Remittance Amount for such Distribution Date.


 


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


 


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


 


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


 


“Bank
of America Office Campus Building 600 Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October
18, 2017, by and between the holders of the respective promissory notes evidencing the Bank of America Office Campus Building
600 Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms
thereof.


 


“Bank
of America Office Campus Building 600 Mortgage Loan”: With respect to the Bank of America Office Campus Building 600
Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 15 on the Mortgage Loan Schedule),
which is evidenced by promissory note A-1.


 


“Bank
of America Office Campus Building 600 Mortgaged Property”: The Mortgaged Property that secures the Bank of America Office
Campus Building 600 Whole Loan.


 






     -19-


     


    

 


“Bank
of America Office Campus Building 600 Pari Passu Companion Loan”: With respect to the Bank of America Office Campus
Building 600 Whole Loan, the Companion Loan evidenced by the related promissory note A-2 and made by the related Mortgagor and
secured by the Mortgage on the Bank of America Office Campus Building 600 Mortgaged Property.


 


“Bank
of America Office Campus Building 600 Whole Loan”: The Bank of
America Office Campus Building 600 Mortgage Loan, together
with the Bank of America Office Campus Building 600 Pari Passu Companion
 Loan, each of which is secured by the same Mortgage on
the Bank of America Office Campus Building 600 Mortgaged Property.
References herein to the Bank of America Office Campus Building
600 Whole Loan shall be construed to refer to the aggregate indebtedness
 under the Bank of America Office Campus Building 600
Mortgage Loan and the Bank of America Office Campus Building 600 Pari
Passu Companion Loan.


 


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


 


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


 


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


 


“Borrower
Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower
Party Affiliate.


 


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


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in
Exhibit C of the related Mortgage Loan Purchase Agreement.


 


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


 






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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-C4, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00825%
per annum and the Stated Principal Balance of the related
Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an
REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the
Trustee Fee.


 


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


 


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


 


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


 


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


 


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


 






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“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the
purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the
 name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any
Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party
or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further,
 that any Controlling Class Certificates owned
by the Special Servicer or an Affiliate thereof shall not be deemed to
be outstanding as to the Special Servicer or such Affiliate
solely with respect to any related Excluded Special Servicer Loan), and
the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent, approval,
waiver or take any such action has been obtained; provided, however,
 that the foregoing restrictions shall not apply
in the case of the Master Servicer, the Special Servicer (including, for
 the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, any Mortgage
Loan Seller or any Affiliate of any of such Persons unless
such consent, approval or waiver sought from such party would in any way
 increase its compensation or limit its obligations in
the named capacities hereunder or waive a Servicer Termination Event or
trigger an Asset Review (with respect to an Asset Review
and any Mortgage Loan Seller, solely with respect to any related
Mortgage Loan subject to the Asset Review); provided,
further, that so long as there is no Servicer Termination Event
with respect to the Master Servicer or the Special Servicer,
as applicable, the Master Servicer and the Special Servicer or any such
Affiliate thereof shall be entitled to exercise such Voting
Rights with respect to any issue which could reasonably be believed to
adversely affect such party’s compensation or increase
its obligations or liabilities hereunder; and provided, further,
 that such restrictions shall not apply to (i) the
exercise of the Special Servicer’s, the Master Servicer’s or any
Mortgage Loan Seller’s rights, if any, or any
of their Affiliates as a member of the Controlling Class or
(ii) any Affiliate of the Depositor, the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator that has
provided an Investor Certification in which it has certified
as to the existence of certain policies and procedures restricting the
flow of information between it and the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as applicable. The Trustee and the Certificate
Administrator
shall each be entitled to request and rely upon a certificate of the
Master Servicer, the Special Servicer or the Depositor in
determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person
in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular
Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the
aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the
termination of the Asset Representations Reviewer, the application
of


 






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any
Cumulative
 Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of the Certificates) of all Principal Balance
Certificates on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With
 respect to any Certificates, all of the Certificates bearing the same
alphanumeric Class designation. Each designated Lower-Tier
Regular Interest shall be a Class.


 


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


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.1290%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.1470%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3010%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.5630%.


 






     -23-


     


    

 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.8360%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3660%.


 


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


 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.2390%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 2.9000%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 






     -24-


     


    

 


“Class E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.3300%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class F
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.3300%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.3300%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class LA1
Uncertificated Interest”, “Class LA2 Uncertificated Interest”, “Class LASB Uncertificated
Interest”, “Class LA3 Uncertificated Interest”, “Class LA4 Uncertificated Interest”,
“Class LAS Uncertificated Interest”, “Class LB Uncertificated Interest”, “Class LC
Uncertificated Interest”, “Class LD Uncertificated Interest”, “Class LE Uncertificated
Interest”, “Class LF Uncertificated Interest”, “Class LG Uncertificated Interest”
and “Class LNR Uncertificated Interest”: Each, an uncertificated regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Class NR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.3300%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-3 hereto, and evidencing the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 






     -25-


     


    

 


“Class Z
Certificate”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially
the form set forth in Exhibit A-2 and designated as a Class Z Certificate, and evidencing undivided beneficial ownership
of the Class Z Specific Grantor Trust Assets.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -26-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -27-


     


    

 


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


 


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


 


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


 


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


 


“Clearstream”:
Clearstream Banking, S.A. or any successor thereto.


 


“Closing
Date”: October 18, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 






     -28-


     


    

 


With
respect to any Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with
this definition shall be determined on an “as-is” basis. The Master Servicer shall not calculate any Collateral Deficiency
Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank,
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered holders of UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4,
Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement
and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section
3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds
on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan (including any Companion Loan), the period beginning
with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date
occurring in the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on
behalf of the Serviced Companion Noteholders, which shall
be entitled “Wells Fargo Bank, National Association, as Companion Paying
 Agent, for the benefit of the Serviced Companion
Noteholders of the Serviced Companion Loans, relating to the UBS
Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4, Companion Distribution Account”. The
Companion Distribution Account shall not be an asset
of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be
 held by the Companion Paying Agent on behalf of the Serviced
Companion Noteholders. Any such account shall be an Eligible Account.
Notwithstanding the foregoing, if the Master Servicer and
the Companion Paying Agent are the same entity, the Companion
Distribution Account may be the subaccount referenced in the second
paragraph of Section 3.04(b).


 


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


 


“Companion
Loan(s)”: The 237 Park Avenue Pari Passu Companion Loans, the Park West Village Pari Passu Companion Loans, The District
Pari Passu Companion Loans, the 245 Park Avenue Pari Passu Companion Loans, the 50 Varick Street Pari Passu Companion


 






     -29-


     


    

 


Loans,
Meridian
 Sunrise Village Pari Passu Companion Loans, the Bank of America Office
Campus Building 600 Pari Passu Companion Loan,
the Macedonia Commons Pari Passu Companion Loan, the DoubleTree Berkeley
 Marina Pari Passu Companion Loans, the TZA Multifamily
Portfolio I Pari Passu Companion Loans, the JW Marriott Pari Passu
Companion Loans, the Del Amo Fashion Center Pari Passu Companion
Loans and any AB Subordinate Companion Loan.


 


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


 


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


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and any related Serviced
Pari Passu Companion Loan, an aggregate amount as of any Distribution
Date equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary
principal prepayments received in respect of the Mortgage
Loans (other than Non-Serviced Mortgage Loans) and any related Serviced
Pari Passu Companion Loans (in each case other than any
Specially Serviced Loan or any Mortgage Loan or related Serviced Pari
Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the
related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution
Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion
Loan and REO Loan for which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.00250% per annum,
 (B) all Prepayment Interest Excesses received
by the Master Servicer during such Collection Period with respect to
such Mortgage Loans (other than the Non-Serviced Mortgage
Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any
 related Serviced Pari Passu Companion Loan) subject to
such prepayment and (C) to the extent earned on voluntary principal
 prepayments, net investment earnings payable to the Master
Servicer for such Collection Period received by the Master Servicer
during such Collection Period with respect to the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) or any related
Serviced Pari Passu Companion Loan, as applicable, subject to
such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls
be cumulative. However, if a Prepayment Interest Shortfall occurs with
respect to a Mortgage Loan as a result of the Master Servicer
allowing the related Mortgagor to deviate (a “Prohibited Prepayment”)
 from the terms of the related Mortgage
Loan documents regarding Principal Prepayments (other than (V) a
Non-Serviced Mortgage Loan, (W) subsequent to a default
under the related Mortgage Loan documents or if the Mortgage Loan is a
Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master
 Servicer is required to accept such Principal Prepayment
in accordance with the Servicing Standard, (Y)(i) at the request or
 with the consent of the Special Servicer or, (ii) for
so long as no Control Termination Event has occurred and is continuing
and, other than with respect to an Excluded Loan as to
the Directing Certificateholder or the Holder of a Majority of the
Controlling Class, at the request or with the consent of the
Directing Certificateholder, or (Z) in connection with the payment
of any Insurance and Condemnation Proceeds), then for
purposes of calculating the


 






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Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above,
the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above
 in connection with such Prohibited Prepayments. The Master Servicer
will not be required to make any Compensating Interest
Payment as a result of any prepayments on an AB Subordinate Companion
Loan related to a Serviced AB Whole Loan.


 


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


 


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


 


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


 


“Control
Eligible Certificates”: Either of the Class G or Class NR Certificates.


 


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


 






     -31-


     


    

 


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


 


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


 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center,
600 South 4th Street, 7th Floor, MAC N9300-070,
Minneapolis, Minnesota 55479, Attention: Certificate Transfer
Services – UBS 2017-C4; (ii) with respect to the Trustee at 1100
North Market Street, Wilmington, Delaware 19890, Attention:
CMBS Trustee UBS 2017-C4; and (iii) for all other purposes, to the
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services (CMBS), UBS Commercial Mortgage Trust 2017-C4.


 


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


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the


 






     -32-


     


    

 


Special
Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight (8) electronic files ((1) CREFC® Loan Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File,
(5) CREFC® Collateral Summary File, (6) CREFC® Financial File, (7) CREFC®
Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine (9) surveillance reports ((1) CREFC®
Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status
Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC®
NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage
Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC®
Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC®
Investor Reporting Package shall include the following ten (10) templates: (1) CREFC® Appraisal Reduction
Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds
Template, (4) CREFC® Historical Bond/Collateral






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Realized
Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC®
Loan Liquidation Report, (9) CREFC® Servicer Remittance to Certificate Administrator Template and (10) CREFC®
REO Liquidation Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and
containing the information called for in, the downloadable forms of the “CREFC® IRP” available as of
the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information or reports as may from time to time be approved by the CREFC® for commercial mortgage
backed securities transactions generally. For the purposes of the production of the CREFC®
 Comparative Financial
Status Report by the Master Servicer or the Special Servicer of any such
 report that is required to state information for any
period prior to the Cut-off Date, the Master Servicer or the Special
Servicer, as the case may be, may conclusively rely (without
independent verification), absent manifest error, on information
provided to it by the Mortgage Loan Sellers or by the related
Mortgagor or (x) in the case of such a report produced by the
Master Servicer, by the Special Servicer (if other than the
Master Servicer or an Affiliate thereof) and (y) in the case of
such a report produced by the Special Servicer, by the Master
Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File”
format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of
 Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other
form for the presentation of such information as may be approved
from time to time by the CREFC® for commercial mortgage securities transactions generally, which in any case shall
include all information required by Item


 






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1111(h)(3)
or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act; provided that the Depositor
shall confirm in writing to the Master Servicer and the Certificate Administrator that any change to such “Schedule AL File”
format complies with all requirements of Item 1125 of Regulation AB.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Crossed
Mortgage Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage
loan, the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two (2)
or more individual mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized
and cross-defaulted mortgage loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group under this Agreement.


 






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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed
Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material
Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of
this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage
 Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage
 ratio for all the remaining Crossed Underlying
Loans for the four (4) most recently reported calendar quarters
preceding the repurchase or substitution shall not be less than
the least of (a) 0.10x below the debt service coverage ratio for
the Crossed Mortgage Loan Group (including the affected
Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus,
(b) the debt service coverage ratio for the Crossed
Mortgage Loan Group (including the affected Crossed Underlying Loan(s))
for the four (4) preceding calendar quarters preceding
the repurchase or replacement and (c) 1.25x, (ii) the
loan-to-value ratio for all the remaining Crossed Underlying Loans
determined at the time of repurchase or substitution based upon an
Appraisal obtained by the Special Servicer at the expense of
the related Mortgage Loan Seller shall not be greater than the greatest
of (a) the loan-to-value ratio, expressed as a whole
number percentage (taken to one (1) decimal place), for the entire
Crossed Mortgage Loan Group, (including the affected Crossed
Underlying Loan(s)) set forth in Annex A-1 to the Prospectus plus
 10%, (b) the loan-to-value ratio, expressed as a
whole number percentage (taken to one (1) decimal place), for the entire
 such Crossed Mortgage Loan Group, including the affected
Crossed Underlying Loan(s) at the time of repurchase or substitution,
and (c) 75%, (iii) the related Mortgage Loan Seller,
at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification
relating to the repurchase or substitution of a Crossed Underlying Loan
shall not cause an Adverse REMIC Event, (iv) the
related Mortgage Loan Seller causes the affected Crossed Underlying Loan
 to become not cross-collateralized and cross-defaulted
with the remaining related Crossed Underlying Loans prior to such
repurchase or substitution or otherwise forbears from exercising
enforcement rights against the Primary Collateral for any Crossed
Underlying Loan(s) remaining in the Trust (while the Trust forbears
from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other
than with respect to any Mortgage Loan that is an Excluded Loan with
respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class) unless a Control Termination
Event has occurred and is continuing, the Directing Certificateholder
shall have consented to the repurchase or substitution of the affected
Crossed Underlying Loan, which consent shall not be unreasonably
withheld, conditioned or delayed.


 


“CSAIL
2017-CX9 PSA”: That certain pooling and servicing agreement, dated
as of September 1, 2017, among Credit Suisse Commercial
Mortgage Securities Corp., as depositor, KeyBank National Association,
as master servicer, Rialto Capital Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate
administrator and as trustee, and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer.


 






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


 


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


 


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


 


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


 


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


 


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


 


“DAFC
2017-AMO TSA”: The trust and servicing agreement, dated as of June
20, 2017, among Banc of America Merrill Lynch Large
Loan, Inc., as depositor, KeyBank National Association, as servicer,
Cohen Financial, A Division of SunTrust Bank, as special
servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee,
and Park Bridge Lender Services LLC, as operating advisor.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Del
Amo Fashion Center Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 12, 2017, by and between
the holders of the respective promissory notes evidencing the Del Amo Fashion Center Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Del
Amo Fashion Center Mortgage Loan”: With respect to the Del Amo Fashion Center Whole Loan, the Mortgage Loan that is
included in the Trust (identified as


 






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Mortgage
Loan No. 45 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-3-4 and B-3-4.


 


“Del
Amo Fashion Center Mortgaged Property”: The Mortgaged Property that secures the Del Amo Fashion Center Whole Loan.


 


“Del
Amo Fashion Center Pari Passu Companion Loans”: With respect to the
Del Amo Fashion Center Whole Loan, the Companion
Loans evidenced by the related promissory notes A-1-1, A-1-2, A-1-3,
A-1-4, A-2-1, A-2-2-A, A-2-2-B, A-2-3, A-2-4, A-3-1, A-3-2,
A-3-3, A-4-1, A-4-2, A-4-3, A-4-4, B-1-1, B-1-2, B-1-3, B-1-4, B-2-1,
B-2-2-A, B-2-2-B, B-2-3, B-2-4, B-3-1, B-3-2, B-3-3, B-4-1,
B-4-2, B-4-3 and Note B-4-4 and made by the related Mortgagor and
secured by the Mortgage on the Del Amo Fashion Center Mortgaged
Property.


 


“Del
Amo Fashion Center Subordinate Companion Loans”: With respect to the Del Amo Fashion Center Whole Loan, the Companion
Loans evidenced by the related promissory notes C-1, C-2, C-3, C-4, D-1, D-2, D-3, D-4, E-1, E-2, E-3 and E-4 and made by the
related Mortgagor and secured by the Mortgage on the Del Amo Fashion Center Mortgaged Property.


 


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


 


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


 


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


 


“Depositor”:
UBS Commercial Mortgage Securitization Corp., a Delaware corporation, or its successor in interest.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









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


 


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


 


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


 


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


 


(x)          any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


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


 


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


 


(xiii)      any
related mezzanine intercreditor agreement;


 


(xiv)     all
related environmental reports; and


 


(xv)       all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


(f)          a
copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies (to the extent not previously


 






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included
as part of this definition), if any, delivered in connection with the closing of the related Mortgage Loan;


 


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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)           a
copy of the Insurance Summary Report;


 


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


 


(t)           unless
already included in the origination settlement statement, a copy of all escrow statements related to the escrow account balances
as of the Mortgage Loan origination date;


 


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


 


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


 


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


 


in
each case, to the extent that the related originator received such documents in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not


 






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


 


“Directing
Certificateholder”: (A) With respect to a Servicing Shift Whole
Loan, the Directing Certificateholder shall be the related
Loan-Specific Directing Certificateholder, and (B) with respect to each
Mortgage Loan (other than the Servicing Shift Mortgage
Loan), the initial Directing Certificateholder shall be RREF III-D U
2017-C4, LLC. Thereafter, the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative
thereof) selected by more than 50% of the Controlling Class
Certificateholders (by Certificate Balance, as determined by the
Certificate Registrar) from time to time; provided, however,
that (i) absent that selection, or (ii) until a Directing
Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders,
 by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing
Certificateholder; provided, however, that, in the case
of this clause (iii), in the event that no one Holder owns
the largest aggregate Certificate Balance of the Controlling
Class, then there will be no Directing Certificateholder until appointed
 in accordance with the terms of this Agreement. After
the occurrence and during the continuance of a Control Termination
Event, the Directing Certificateholder, as described in clause
(B) of the first sentence of this definition, shall only retain its
consultation rights to the extent specifically provided for
herein. After the occurrence of a Consultation Termination Event, there
will be no Directing Certificateholder, as described in
clause (B) of the first sentence of this definition. The Depositor shall
 promptly provide the name and contact information for
the initial Directing Certificateholder upon request of any party to
this Agreement and any such requesting party may conclusively
rely on the name and contact information provided by the Depositor. In
the event the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Directing Certificateholder
or to exercise any of the rights of the Controlling Class
Certificateholder, there will be no Directing Certificateholder and no
party will be entitled to exercise any of the rights of
the Directing Certificateholder until such time as a Controlling Class
Certificateholder is reinstated pursuant to Section
3.23(l) and a new Directing Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator
and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed
until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite
interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing
Certificateholder.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“DoubleTree
Berkeley Marina Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 15, 2017,
by and between the holders of the respective promissory notes evidencing the DoubleTree Berkeley Marina Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 



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“DoubleTree
Berkeley Marina Mortgage Loan”: With respect to the DoubleTree Berkeley Marina Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 23 on the Mortgage Loan Schedule), which is evidenced by promissory note
A-1-1.


 


“DoubleTree
Berkeley Marina Mortgaged Property”: The Mortgaged Property that secures the DoubleTree Berkeley Marina Whole Loan.


 


“DoubleTree
Berkeley Marina Pari Passu Companion Loans”: With respect to the
DoubleTree Berkeley Marina Whole Loan, the Companion
Loans evidenced by the related promissory notes A-1-2, A-1-3 and A-2 and
 made by the related Mortgagor and secured by the Mortgage
on the DoubleTree Berkeley Marina Mortgaged Property.


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format
or such other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer and (b) any
report, file or document other than those listed in clause (a) above, any format compatible with EDGAR, including HTML, Word or
clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit
rating or long-term unsecured debt obligations or deposits of which are rated at least “A2” by Moody’s, if the
deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account
for less than thirty (30) days, (B) the long-term unsecured debt obligations or deposits of which are rated at least “A”
by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the


 



     -48-


     


    

 


short-term
 debt obligations or deposits of which have a short-term rating of not
less than “F1” from Fitch (to the
extent rated by Fitch), if the deposits are to be held in such account
for less than thirty (30) days and (C) the long-term unsecured
debt obligations of which are rated at least “BBB+” by S&P, if the
deposits are to be held in such account for
thirty (30) days or more, and the short-term debt obligations of which
are rated at least “A-1” by S&P (or "A-2“
by S&P so long as the long-term unsecured debt obligations of such
depository institution or trust company are rated no less
than “BBB” by S&P), if the deposits are to be held in such account
for less than thirty (30) days; (ii) an
account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s
long-term unsecured debt or deposit rating shall be at least “BBB” from
S&P, “A2” from Moody’s
and “A” from Fitch (to the extent rated by Fitch) (if the deposits are
to be held in the account for more than thirty
(30) days) or Wells Fargo Bank, National Association’s short-term
deposit or short-term unsecured debt rating shall be at
least “A-1” from S&P (or “A-2” by S&P so long as the long-term
unsecured debt obligations of such
depository institution or trust company are rated no less than “BBB” by
S&P), “P-1” from Moody’s
and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are
to be held in the account for thirty (30)
days or less) or such other rating confirmed in a Rating Agency
Confirmation); (iii) such other account or accounts that,
but for the failure to satisfy one or more of the minimum rating(s) set
forth in the applicable clause, would be listed in clause (i)
or (ii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for
which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may
be an account maintained by or with the Certificate Administrator, the
Trustee, the Master Servicer or the Special Servicer; (iv) any
other account or accounts not listed in clause (i) or (ii) above with respect to which a Rating Agency
Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan
Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
 which
account may be an account maintained by or with the Certificate
Administrator, the Trustee, the Master Servicer or the Special
Servicer; or (v) a segregated trust account or accounts maintained
with the corporate trust department of a federal or state
chartered depository institution or trust company that has a long-term
unsecured debt rating of at least “A2” from
Moody’s (if the deposits are to be held in the account for more than
thirty (30) days) or a short-term unsecured debt rating
of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less)
and that, in either case, has corporate trust powers, acting in its
fiduciary capacity, provided that any state chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R.
§ 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An institution that (a) is the
 special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P,
 DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a
transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS and Morningstar has qualified, downgraded or withdrawn its rating
or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such
special servicer, operating advisor or asset representations
reviewer,


 



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as applicable, as the sole or material factor in such rating action, (b) can and will make the representations
and warranties set forth in Section 6.01(d), (c) is not (and
 is neither affiliated nor Risk Retention Affiliated with)
a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder, the Risk Retention
Consultation Party or any of their respective Affiliates, (d) has
not performed (and is not affiliated with any party hired to perform)
any due diligence, loan underwriting, brokerage, borrower
advisory or similar services with respect to any Mortgage Loan or any
related Companion Loan prior to the Closing Date for or
on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any
 party to this Agreement, the Directing Certificateholder,
the Risk Retention Consultation Party or any of their respective
Affiliates, or have been paid any fees, compensation or other
remuneration by any of them in connection with any such services, and
(e) does not directly or indirectly, through one or
more Affiliates or otherwise, own any interest in any Certificates, any
Mortgage Loans, any Companion Loan or any securities backed
by a Companion Loan or otherwise have any financial interest in the
securitization transaction to which this Agreement relates,
other than in fees from its role as Asset Representations Reviewer (or
as Operating Advisor, if applicable).


 


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


 


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


 


“Enforcing
Servicer”: The Special Servicer.


 






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


 


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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class Z or
Class R Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 2013-08 (as such exemption may be
amended from time to time) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class
 X-E, Class X-F, Class X-G, Class X-NR, Class E, Class
F, Class G and Class NR Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest Grantor Trust Assets. For the avoidance of doubt, the Class Z
Certificates will be Excess Interest Certificates.


 


 “Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage
Pass-Through Certificates, Series 2017-C4, Excess Interest Distribution Account”, and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the
Holders of the Excess Interest Certificates. The Excess Interest


 



     -51-


     


    

 


Distribution Account shall not be an asset of either Trust REMIC,
but rather shall be an asset of the Grantor Trust. 


 


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


 


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


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all
Modification Fees with respect to a modification, waiver,
extension or amendment of any of the terms of such Mortgage Loan or
Serviced Whole Loan, as applicable, over (ii) all unpaid
or unreimbursed additional expenses (including, without limitation,
reimbursement of Advances and interest on Advances to the
extent not otherwise paid or reimbursed by the Mortgagor but excluding
Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust with respect
to the related Mortgage Loan or Serviced Whole Loan, as
applicable, and reimbursed from such Modification Fees and
(B) expenses previously paid or reimbursed from Modification Fees
as described in the preceding clause (A), which expenses
have been recovered from the related Mortgagor or otherwise.
With respect to the Master Servicer and the Special Servicer, the Excess
 Modification Fees collected and earned by such Person
from the related Mortgagor (taken in the aggregate with any other Excess
 Modification Fees collected and earned by such Person
from the related Mortgagor within the prior twelve (12) months of
the collection of the current Excess Modification Fees)
will be subject to a cap of 1.00% of the outstanding principal balance
of the related Mortgage Loan or Serviced Whole Loan, as
applicable, on the closing date of the related modification, extension,
waiver or amendment (after giving effect to such modification,
extension, waiver or amendment) with respect to any Mortgage Loan or
Serviced Whole Loan, as applicable.


 


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


 






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


 


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


 


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


 


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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value
determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master
Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance,
or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the
Operating Advisor, as applicable, but in each case other than
information with respect to such Excluded Controlling Class Loan that is
 aggregated with information of other Mortgage Loans at
a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Loan) and any


 



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Schedule AL Additional File shall not be considered “Excluded Information”. Each of the Master
Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator
in accordance with Section 3.33. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate
any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website
shall be triggered solely by such information being delivered in the manner provided in Section 3.33.


 


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


 


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


 


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


 


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


 


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


 



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“Fairmount
at Brewerytown Intercreditor Agreement”: That certain Amended and Restated Agreement Among Noteholders, dated as of
August 17, 2017, by and among the holders of the respective promissory notes evidencing the Fairmount at Brewerytown Whole Loan,
relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Fairmount
at Brewerytown Mortgage Loan”: With respect to the Fairmount at Brewerytown Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-1 and
A-2.


 


“Fairmount
at Brewerytown Mortgaged Property”: The Mortgaged Property that secures the Fairmount at Brewerytown Whole Loan.


 


“Fairmount
at Brewerytown Special Servicer”: AEGON USA Realty Advisors, LLC, or
 its successor-in-interest, or any successor special
servicer appointed as provided herein (including with respect to any
Excluded Special Servicer Loan, if any, the related Excluded
Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“Fairmount
at Brewerytown Subordinate Companion Loan”: With respect to the Fairmount at Brewerytown Whole Loan, the Companion Loan
evidenced by the related promissory note B-1 and made by the related Mortgagor and secured by the Mortgage on the Fairmount at
Brewerytown Mortgaged Property.


 


“Fairmount
at Brewerytown Whole Loan”: The Fairmount at Brewerytown Mortgage
Loan, together with the Fairmount at Brewerytown Subordinate
Companion Loan, each of which is secured by the same Mortgage on the
Fairmount at Brewerytown Mortgaged Property. References herein
to the Fairmount at Brewerytown Whole Loan shall be construed to refer
to the aggregate indebtedness under the Fairmount at Brewerytown
Mortgage Loan, the Fairmount at Brewerytown Subordinate Companion Loan.


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder or the Risk Retention
Consultation Party, which does not include any communication (other than the related Asset Status Report) between the Special
Servicer and the Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced
Loan; provided that, with respect to any Mortgage Loan other than
 an Excluded Loan as to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, so long as no
Control Termination Event has occurred and is continuing,
no Asset Status Report shall be considered to be a Final Asset Status
Report unless the Directing Certificateholder has either
finally approved of and consented to the actions proposed to be taken in
 connection therewith, or has exhausted all of its rights
of approval and consent pursuant to Section 3.19, or has been deemed to have approved or consented to such


 



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action
 or the
Asset Status Report is otherwise implemented by the Special Servicer in
accordance with this Agreement. In addition, after the
occurrence and during the continuance of a Control Termination Event, no
 Asset Status Report shall be a Final Asset Status Report
unless and until the Operating Advisor is consulted on a non-binding
basis or deemed to have been consulted with pursuant to this
Agreement. No such consultation with respect to the Operating Advisor
shall be required prior to a Control Termination Event.
The Operating Advisor is only required to review Final Asset Status
Reports delivered to it by the Special Servicer; provided
that the Operating Advisor shall request delivery of a Final Asset
Status Report to the extent that it has actual knowledge of
such Final Asset Status Report.


 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special
Servicer, in consultation with the Directing Certificateholder
(if related to a Mortgage Loan other than an Excluded Loan as to such
party and made prior to the occurrence and continuance of
a Consultation Termination Event), with respect to any Defaulted Loan
(and, if applicable, any defaulted Companion Loan) or Corrected
Loan or REO Property (other than a Mortgage Loan or REO Property, as the
 case may be, that was purchased by (i) any of the
Mortgage Loan Sellers pursuant to Section 5 of the applicable
Mortgage Loan Purchase Agreement, (ii) the Special Servicer
or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16
or (iii) the Master Servicer, the Special Servicer, the Holders of
the Controlling Class, or the Holders of the Class R
Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation
Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised
without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b),
will ultimately be recoverable. With respect to all Mortgage Loans that
are not Excluded Loans with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the
occurrence and continuance of any Control Termination Event,
the Directing Certificateholder shall have ten (10) Business Days to
review and approve each such recovery determination by the
Special Servicer; provided, however, that if the Directing
 Certificateholder fails to approve or disapprove any
recovery determination within ten (10) Business Days of receipt of the
initial recovery determination, such consent shall be deemed
given.


 


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


 


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


 


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


 






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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any
Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such
 net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the
 Purchase Price for such Mortgage Loan on the date on
which Liquidation Proceeds were received. Gain-on-Sale Proceeds shall
exclude any amounts allocated as a Yield Maintenance Charge,
Prepayment Premium, recovery of any late payment charges and default
interest or recovery of any assumption fees and Modification
Fees pursuant to Sections 3.02(a) – (c).


 


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve
Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account (or subaccount of the Distribution Account) created and maintained by the Certificate
Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2017-C4, Commercial
Mortgage Pass-Through Certificates, Series 2017-C4, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible
Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer,


 



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


 


“Independent
Contractor”: Either (i) any Person that would be an
“independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust
were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any
Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the
Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and
the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor
the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an
 Opinion of Counsel has been delivered to the Trustee and the
Certificate Administrator to that effect) or (ii) any other
Person (including the Master Servicer or the Special Servicer) upon
receipt by the Trustee, the Certificate Administrator, the
Operating Advisor and the Master Servicer of an Opinion of Counsel,
which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust,
to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease
to qualify as “foreclosure property” within


 



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the
 meaning of Section 860G(a)(8) of the Code or cause any income
realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


“Initial
Purchasers”: UBS Securities LLC, SG Securities Americas, LLC, Natixis Securities Americas LLC and Academy Securities,
Inc.


 


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


 


“Initial
Schedule AL Additional File”:  The data file prepared by or on
behalf of the Depositor containing additional information
or schedules regarding data points in the Initial Schedule AL File in
accordance with Item 1111(h)(4) of Regulation AB and Item
601(b)(103) of Regulation S-K under the Securities Act and filed as
Exhibit 103 to the Form ABS-EE incorporated by reference into
the Prospectus in both EDGAR Compatible Format and Excel format.


 


“Initial
Schedule AL File”:  The data file prepared by or on behalf of
the Depositor containing the information required
by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of
Regulation S-K under the Securities Act and filed as Exhibit
102 to the Form ABS-EE incorporated by reference into the Prospectus in
both EDGAR Compatible Format and Excel format.


 


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


 


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


 


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


 


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


 


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


 



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or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


 


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


 


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


 


“Intercreditor
Agreement”: Each of the 237 Park Avenue Intercreditor Agreement, the
 Park West Village Intercreditor Agreement, The
District Intercreditor Agreement, the 245 Park Avenue Intercreditor
Agreement, the Fairmount at Brewerytown Intercreditor Agreement,
the 50 Varick Street Intercreditor Agreement, the Meridian Sunrise
Village Intercreditor Agreement, the Bank of America Office
Campus Building 600 Intercreditor Agreement, the Macedonia Commons
Intercreditor Agreement, the DoubleTree Berkeley Marina Intercreditor
Agreement, the JW Marriott Chicago Intercreditor Agreement, the TZA
Multifamily Portfolio I Intercreditor Agreement, the Del Amo
Fashion Center Intercreditor Agreement, and any intercreditor agreement
entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine
indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents.


 


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


 


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


 


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


  


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


 






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“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of UBS
Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C or Exhibit P-1D
 to this Agreement or in the form of an electronic
certification contained on the Certificate Administrator’s Website
(which may be a click-through confirmation), representing
(i) that such Person executing the certificate is a
Certificateholder, the Directing Certificateholder or the Risk Retention
Consultation Party (in either case, to the extent such Person is not a
Certificateholder), a beneficial owner of a Certificate,
a prospective purchaser of a Certificate or a Companion Holder (or any
investment advisor, manager or other representative of
the foregoing), (ii) that either (a) such Person is the Risk
Retention Consultation Party or is a person who is not
a Borrower Party, in which case such Person shall have access to all the
 reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such
Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class
Certificateholder, such Person shall have access to all
the


 



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


 


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


 


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


 


“JW
Marriott Chicago Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 28, 2017, by and between
the holders of the respective promissory notes evidencing the JW Marriott Chicago Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“JW
Marriott Chicago Mortgage Loan”: With respect to the JW Marriott Chicago Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 29 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3.


 


“JW
Marriott Chicago Mortgaged Property”: The Mortgaged Property that secures the JW Marriott Chicago Whole Loan.


 


“JW
Marriott Chicago Pari Passu Companion Loans”: With respect to the JW Marriott Chicago Whole Loan, the Companion Loans
evidenced by the related promissory notes A-1 and A-2 and made by the related Mortgagor and secured by the Mortgage on the JW
Marriott Chicago Mortgaged Property.


 


“JW
Marriott Chicago Subordinate Companion Loans”: With respect to the JW Marriott Chicago Whole Loan, the Companion Loans
evidenced by the related promissory notes B-1-A, B-1-B and B-2 and made by the related Mortgagor and secured by the Mortgage on
the JW Marriott Chicago Mortgaged Property.


 


“JW
Marriott Chicago Whole Loan”: The JW Marriott Chicago Mortgage Loan, together with the JW Marriott Chicago Pari Passu
Companion Loans and the JW Marriott Chicago Subordinate Companion Loans, each of which is secured by the same Mortgage on the


 



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JW Marriott Chicago Mortgaged Property. References herein to the JW Marriott Chicago Whole Loan shall be construed to refer to
the aggregate indebtedness under the JW Marriott Chicago Mortgage Loan, the JW Marriott Chicago Pari Passu Companion Loans and
the JW Marriott Chicago Subordinate Companion Loans.


 


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


 


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


 


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


 


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


 



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 Section 9.01; or (vi) such Mortgage Loan is sold by
the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each
Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special
Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor, (ii) any Liquidation Proceeds or
 Insurance and Condemnation Proceeds (including with respect
to the related Companion Loan, if applicable), or REO Property (in any
case, other than amounts for which a Workout Fee has been
paid, or will be payable) or (iii) any Loss of Value Payment or Purchase
 Price paid by a Mortgage Loan Seller with respect to
any Mortgage Loan, equal to the product of the Liquidation Fee Rate and
the proceeds of such full, partial or discounted payoff
or other partial payment or the Liquidation Proceeds or Insurance and
Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated
Specially Serviced Loan or REO Property, as the case may be;
provided, however, that no Liquidation Fee shall be
payable with respect to (a) the purchase of any Specially
Serviced Loan by the Special Servicer or any Affiliate thereof (except
if such Affiliate purchaser is the Directing Certificateholder
or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the
Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the
Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds"
(or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the
Extended Cure Period, (c) any event described in clauses (v) and (vi) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi)
 of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days of such holder’s
purchase option first becoming exercisable during
that period prior to such Mortgage Loan becoming a Corrected Loan
pursuant to the related Intercreditor Agreement, (d) with
respect to a Serviced Companion Loan, (x) a repurchase of such
Serviced Companion Loan by the applicable Mortgage Loan Seller
for a breach of a representation or warranty or for a defective or
deficient mortgage loan documentation under an Other Pooling
and Servicing Agreement within the time period (or extension thereof, if
 applicable) provided for such repurchase of such repurchase
occurs prior to the termination of such time period (or extension of
such time period, if applicable) or (y) a purchase of
such Serviced Companion Loan by any applicable party to the Other
Pooling and Servicing Agreement pursuant to a clean-up call
or similar liquidation of the Other Securitization; or (e) if a
Mortgage Loan or Serviced Whole Loan becomes a Specially
Serviced Loan solely because of a Servicing Transfer Event described in clause (i) of the definition of “Servicing
Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result
of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation
Fee is not


 



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payable due to the application of any of clauses (a) through (e)
 above, the Special Servicer may
still collect and retain a Liquidation Fee and similar fees from the
related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation
Fee with respect to any Specially Serviced Loan will be
reduced by the amount of any Excess Modification Fees paid by or on
behalf of the related Mortgagor with respect to the related
Mortgage Loan and any related Companion Loan, as applicable, or REO
Property and received by the Special Servicer as compensation
within the prior twelve (12) months, but only to the extent those fees
have not previously been deducted from a Workout Fee or
Liquidation Fee. No Liquidation Fee shall be payable in connection with a
 Loss of Value Payment by a Mortgage Loan Seller, if
the applicable Mortgage Loan Seller makes such Loss of Value Payment
within ninety (90) days of receipt of notice of a breach
(and giving effect to an extension period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), any Specially
Serviced Loan (and each related Serviced Companion Loan) or REO Property; provided
 that if such rate would result in an
aggregate Liquidation Fee less than $25,000, then the Liquidation Fee
Rate will be equal to such rate as would result in an aggregate
Liquidation Fee equal to $25,000.


 


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


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift
Securitization Date, the Loan-Specific


 



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Directing
 Certificateholder with respect to a Servicing Shift Mortgage Loan will
be the
holder of the related Servicing Shift Lead Note, which, in the case of
the 50 Varick Street Whole Loan and the Macedonia Commons
Whole Loan is currently Ladder Capital Finance, LLC or an affiliate.
With respect to a Servicing Shift Mortgage Loan, on and after
the related Servicing Shift Securitization Date, there will be no
Loan-Specific Directing Certificateholder with respect to such
Servicing Shift Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
REMIC”: One of two (2) separate REMICs comprising a portion of the
Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest) and the proceeds thereof, any REO Property with
respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in
the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection
Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve
Account, the Gain-on-Sale Reserve Account, the Lower-Tier
REMIC Distribution Account, and all other properties included in the
Trust Fund that are not in the other Trust REMIC or the Grantor
Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage
Pass-Through Certificates, Series 2017-C4, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 






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


 


“Macedonia
Commons Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 18, 2017, by and between the
holders of the respective promissory notes evidencing the Macedonia Commons Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“Macedonia
Commons Mortgage Loan”: With respect to the Macedonia Commons Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 19 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2.


 


“Macedonia
Commons Mortgaged Property”: The Mortgaged Property that secures the Macedonia Commons Whole Loan.


 


“Macedonia
Commons Pari Passu Companion Loan”: With respect to the Macedonia Commons Whole Loan, the Companion Loan evidenced by
the related promissory note A-1 and made by the related Mortgagor and secured by the Mortgage on the Macedonia Commons Mortgaged
Property.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


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


 


“Maturity
Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on
which the last payment of principal is due and payable under the related Mortgage Note, after taking into account all


 



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Principal
Prepayments
 received prior to such date of determination, but without giving effect
 to (i) any acceleration of the principal
of such Mortgage Loan, Whole Loan or Companion Loan by reason of default
 thereunder or (ii) any Grace Period permitted by
the related Mortgage Note.


 


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


 


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


 


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


 


“Meridian
Sunrise Village Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 18, 2017,
by and between the holders of the respective promissory notes evidencing the Meridian Sunrise Village Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Meridian
Sunrise Village Mortgage Loan”: With respect to the Meridian Sunrise Village Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1.


 


“Meridian
Sunrise Village Mortgaged Property”: The Mortgaged Property that secures the Meridian Sunrise Village Whole Loan.


 


“Meridian
Sunrise Village Pari Passu Companion Loans”: With respect to the Meridian Sunrise Village Whole Loan, the Companion
Loans evidenced by the related promissory notes A-2 and A-3 and made by the related Mortgagor and secured by the Mortgage on the
Meridian Sunrise Village Mortgaged Property.


 


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


 


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


 


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


 



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Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


(i)         the
original
 Mortgage Note, endorsed on its face or by allonge to the Mortgage Note,
 without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of
 the registered holders of UBS Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4,
without recourse, representation or warranty” or
in blank and further showing a complete, unbroken chain of endorsement
from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage
Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to
the Trustee);


 


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


 


(iii)       an
original
 Assignment of Mortgage in blank or in favor of “Wilmington Trust,
National Association, as trustee for the benefit
of the registered holders of UBS Commercial Mortgage Trust 2017-C4,
Commercial Mortgage Pass-Through Certificates, Series 2017-C4”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead
Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related
Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the
assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that
Assignment of Mortgage, a copy thereof certified to be the copy
of such Assignment of Mortgage submitted to or to be submitted for
recording);


 






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


 


(v)        an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of UBS Commercial
Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4” (or in the case of any Serviced Whole
Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement
on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information
and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for
the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for
recording);


 


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


 


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


 


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


 


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


 


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


 






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


 


(xii)       the
original
 or copies of any loan agreement, escrow agreement, security agreement
relating to such Mortgage Loan or Serviced Whole
Loan, as well as the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which
letter of credit shall either (A) name as beneficiary “Wells Fargo
Bank, National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the
 benefit of registered holders of UBS Commercial Mortgage
Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4” or (B) be accompanied by all documentation
necessary in order to transfer all rights of the named beneficiary in
such letter of credit to the Master Servicer on behalf of
the Trustee and to receive, after presentment by the Master Servicer (in
 accordance with Section 3.01(f)) to the bank issuing
such letter of credit, a reissued letter of credit in the name of the Master Servicer on behalf of the Trustee;


 


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


 


(xiv)     the
original or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments


 



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required
 to be included therein unless they are actually
received by the Custodian, (b) if there exists with respect to any
Crossed Mortgage Loan Group only one original or certified
copy of any document referred to in the definition of “Mortgage File”
covering all of the Mortgage Loans in such Crossed
Mortgage Loan Group, then the inclusion of such original or certified
copy in the Mortgage File for any of the Mortgage Loans
constituting such Crossed Mortgage Loan Group shall be deemed the
inclusion of such original or certified copy in the Mortgage
File for each such Mortgage Loan, (c) to the extent that this
Agreement refers to a “Mortgage File” for a Companion
Loan, such “Mortgage File” shall be construed to mean the Mortgage File
for the related Mortgage Loan (except that
references to the Mortgage Note for a Companion Loan otherwise described
 above shall be construed to instead refer to a photocopy
of such Mortgage Note), (d) with respect to any Mortgage Loan that
has a Serviced Companion Loan, the execution and/or recordation
of any Assignment in the name of the Trustee shall not be construed to
limit the beneficial interest of the related Companion
Holder(s) in such instrument and the benefits intended to be provided to
 them by such instrument, it being acknowledged that (I) the
Trustee shall hold such record title for the benefit of the Trust as the
 holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (II) any efforts undertaken by the
Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be
construed to be so undertaken by the Trustee, the Master
Servicer or the Special Servicer for the benefit of the Trust as the
holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively, (e) in connection with any Non-Serviced
Mortgage Loan, the preceding document delivery requirements
will be met by the delivery by the applicable Mortgage Loan Seller of
copies of the documents specified above (other than the
Mortgage Note and intervening endorsements evidencing such Mortgage
Loan, with respect to which the original shall be required
or the requirements of clause (i) of the definition of “Mortgage File” shall otherwise be satisfied) including
a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses
(iii), (v), (vi), (vii), (ix) and (x)
 above as being in favor of the Trustee shall instead
be in favor of the applicable Non-Serviced Trustee and need only be in
such form as was delivered to the applicable Non-Serviced
Trustee or a custodian on its behalf, and (f) so long as the Custodian
is also the Non-Serviced Custodian, in connection
with any Non-Serviced Mortgage Loan, any and all document delivery
requirements with respect to the related Mortgage File (or
any portion thereof) set forth herein or in the related Mortgage Loan
Purchase Agreement will be satisfied by the delivery, in
compliance with the terms of the related Non-Serviced PSA, by the
applicable Mortgage Loan Seller of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing
such Mortgage Loan or shall otherwise satisfy the requirements
of clause (i) of the definition of “Mortgage File”) to the custodian under the related Non-Serviced PSA (in
such form as was delivered to the custodian under the related Non-Serviced PSA); provided that (a) the Custodian shall
perform its duties under this Agreement (including, without limitation, Article II),
 and be liable to the other parties
hereto, with respect to such Non-Serviced Mortgage Loan as if such
documents were required to be delivered and included in the
Mortgage File and as if the Non-Serviced Custodian’s receipt of the
documents contained in the related “mortgage file”
delivered under the related Non-Serviced PSA constituted delivery of
those same documents to the Custodian under this Agreement,
(b) the Custodian shall not resign as the related Non-Serviced Custodian
 without giving at least thirty (30) days’ advance
written notice of resignation to each other party hereto, and (c) if for
 any reason the Custodian shall resign as Custodian hereunder
or resign as the related Non-


 



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Serviced Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced
Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the
related Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related securitization
trust), the Custodian shall include the documents contemplated by clauses (ii) through (xix)
 above in the Mortgage
File for such Non-Serviced Whole Loan (to the extent such documents were
 delivered in connection with the related Other Securitization)
that shall be maintained by it or any successor custodian hereunder.


 


“Mortgage
Loan”: Each of the mortgage loans (which, for the avoidance of
doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this Agreement, shall be treated as one
Mortgage Loan, provided that each individual Crossed Underlying
Loan within any such Crossed Mortgage Loan Group shall not be included
in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the
Trust. As used herein, the term “Mortgage Loan"
includes the related Mortgage Note, Mortgage and other documents
contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include
 any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


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


 


(i)         the
loan identification number;


 


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


 


(iii)       the
name of the related Mortgaged Property;


 


(iv)       the
Cut-off Date Balance;


 


(v)        the
street address, city and state of the related Mortgaged Property;


 


(vi)       the
date of the related Mortgage Note;


 


(vii)      the
Maturity Date or Anticipated Repayment Date;


 


(viii)    the
Gross Mortgage Rate;


 






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(ix)       the
original term to maturity or anticipated repayment date;


 


(x)        the
remaining term to stated maturity or anticipated repayment date;


 


(xi)       amortization
type;


 


(xii)      the
original amortization term;


 


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


  


(xiv)     the
applicable master and primary servicing fee rate; and


 


(xv)      the
applicable sub-servicer fee rate.


 


“Mortgage
Loan Seller”: Each of (i) UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New
York, an Office of the Comptroller of the Currency regulated branch of a
 foreign bank, or its successor in interest, (ii) Rialto
Mortgage Finance, LLC, a Delaware limited liability company, or its
successor in interest, (iii) Natixis Real Estate Capital LLC,
a Delaware limited liability company, or its successor in interest, (iv)
 Ladder Capital Finance LLC, a Delaware limited liability
company, or its successor in interest, (v) Société Générale, a société
anonyme organized
under the laws of France, or its successor in interest and (vi) CIBC
Inc., a Delaware corporation, or its successor in interest.


 


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


 


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


 


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


 


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


 






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“MSSG
2017-237P TSA”: The trust and servicing agreement, dated as of
August 9, 2017, among Morgan Stanley Capital I Inc.,
as depositor, Wells Fargo Bank, National Association, as servicer, as
special servicer, and as certificate administrator, Wilmington
Trust, National Association, as trustee, and Park Bridge Lender Services
 LLC, as operating advisor.


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum
 equal
to the related Mortgage Rate then in effect (without regard to any
increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however,
 that for purposes
of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether
agreed to by the Master Servicer, the Special Servicer,
a related Non-Serviced Master Servicer or a related Non-Serviced Special
 Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the related Mortgagor; provided, further,
 that for any Mortgage Loan that does not
accrue interest on the basis of a 360-day year consisting of twelve (12)
 30-day months, then, solely for purposes of calculating
Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net
Mortgage Rate of such Mortgage Loan or for any one month
period preceding a related Due Date will be the annualized rate at which
 interest would have to accrue in respect of such Mortgage
Loan on the basis of a 360-day year consisting of twelve (12) 30-day
months in order to produce the aggregate amount of interest
actually accrued in respect of such Mortgage Loan during such one month
period at the related Net Mortgage Rate; provided,
further, that, with respect to each Actual/360 Mortgage Loan, the
 Net Mortgage Rate for the one month period (A) preceding
the Due Dates that occur in January and February in any year which is
not a leap year or preceding the Due Date that occurs in
February in any year which is a leap year (in either case, unless the
related Distribution Date is the final Distribution Date),
will be determined exclusive of any Withheld Amounts, and
(B) preceding the Due Date in March (or February, if the related
Distribution Date is the final Distribution Date), will be determined
inclusive of the amounts withheld in the immediately preceding
January and February, if applicable. With respect to any REO Loan, the
Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan had remained outstanding.


 






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


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to
 be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of
an REO Loan related to a Companion Loan) which, in the
reasonable judgment of the Master Servicer, the Special Servicer or the
Trustee, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon at the
Reimbursement Rate, from Late Collections or any other recovery on
or in respect of such Mortgage Loan or REO Loan; provided, however,
 that the Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any
 P&I Advance previously made or proposed to be made
is a Nonrecoverable P&I Advance and shall deliver to the Master
Servicer (and with respect to a Serviced Mortgage Loan, to
any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to
 the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer), the Certificate Administrator, the Trustee, the
Operating Advisor and the 17g-5 Information Provider notice
of such determination. Any such determination (other than by the Special
 Servicer) shall not be binding upon (but may be conclusively
relied upon by) the Master Servicer and the Trustee, and any such
determination by the Special Servicer shall be conclusive and
binding upon the Master Servicer and the Trustee (but this statement
shall not be construed to entitle the Special Servicer to
reverse the determination of the Master Servicer or the Trustee or to
prohibit the Master Servicer or the Trustee from making
a determination that a P&I Advance would be a Nonrecoverable
Advance), provided, however, that the Special Servicer
shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in
the absence of a


 



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determination
 by the Special Servicer that such P&I Advance is or would be a
Nonrecoverable P&I Advance,
such decision shall remain with the Master Servicer or Trustee, as
applicable. If the Special Servicer makes a determination that
only a portion, and not all, of any previously made or proposed P&I
Advance is a Nonrecoverable P&I Advance, the Master
Servicer and the Trustee shall have the right to make its own subsequent
 determination that any remaining portion of any such
previously made or proposed P&I Advance is a Nonrecoverable P&I
Advance. With respect to any Non-Serviced Whole Loan,
if any Non-Serviced Master Servicer, Non-Serviced Trustee or
Non-Serviced Special Servicer, as applicable, in connection with
a securitization of the related Non-Serviced Companion Loan determines
that a principal and interest advance with respect to the
related Non-Serviced Companion Loan, if made, would be nonrecoverable,
such determination shall not be binding on the Master Servicer
and the Trustee as it relates to any proposed P&I Advance with
respect to the related Non-Serviced Mortgage Loan; provided,
however, the Master Servicer and the Trustee may rely on the
non-recoverability determination of the Other Master Servicer
or Other Trustee under the related Non-Serviced Pooling Agreement.
Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the Master Servicer, the Special Servicer or the Trustee, as
applicable, determines that any P&I Advance with respect
to a related Non-Serviced Mortgage Loan, if made, would be a
Nonrecoverable P&I Advance, such determination shall not be binding
on the related Non-Serviced Master Servicer, related Non-Serviced
Special Servicer and related Non-Serviced Trustee as it relates
to any proposed P&I Advance with respect to the related Non-Serviced
 Companion Loan (unless the related Non-Serviced PSA provides
otherwise). In making such recoverability determination, the Master
Servicer, the Special Servicer or the Trustee, as applicable,
will be entitled (a) to consider (among other things) (i) the
obligations of the Mortgagor under the terms of the related
Mortgage Loan or Companion Loan, as applicable, as it may have been
modified and (ii) the related Mortgaged Properties in
their “as-is” or then-current conditions and occupancies, as modified by
 such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the
Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding
 the possibility and effects of future adverse changes
with respect to such Mortgaged Properties, (b) to estimate and
consider (consistent with the Servicing Standard in the case
of the Master Servicer and the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its
capacity as Trustee) (among other things) future expenses, (c) to
estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer and the Special Servicer or in its
good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) the timing of
recoveries and (d) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration,
 the recovery of which are being deferred or delayed by
the Master Servicer, in light of the fact that related proceeds are a
source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred
Advance. In addition, any Person, in considering whether
a P&I Advance is a Nonrecoverable Advance, will be entitled to give
due regard to the existence of any outstanding Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount with respect to other
Mortgage Loans, the reimbursement of which, at the time
of such consideration, is being deferred or delayed by the Master
Servicer or the Trustee because there is insufficient principal
available for such recovery, in light of the fact that proceeds on the
related Mortgage Loan are a source of recovery not only
for the P&I Advance under consideration, but also as a potential
source of reimbursement of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts


 



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


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which the Trustee determines in its reasonable business
judgment, or the Master Servicer or Special Servicer determines in accordance with the Servicing Standard, as the case may be,
will not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late
Collections or any other recovery on or in respect of such Mortgage Loan, Serviced Whole Loan or REO Property. In making such
recoverability determination, such Person will be entitled (a) to consider (among other things) (i) the obligations
of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and
(ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse changes with respect


 



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to
 such Mortgaged Properties, (b) to estimate and consider
(consistent
with the Servicing Standard in the case of the Master Servicer or the
Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among
other things) future expenses, (c) to estimate and
consider (consistent with the Servicing Standard in the case of the
Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as
Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable
Advances which, at the time of such consideration, the
recovery of which are being deferred or delayed by the Master Servicer
or the Trustee because there is insufficient principal
available for such recovery, in light of the fact that related proceeds
are a source of recovery not only for the Advance under
consideration but also a potential source of recovery for such delayed
or deferred Advance. In addition, any Person, in considering
whether a Servicing Advance is a Nonrecoverable Servicing Advance, will
be entitled to give due regard to the existence of any
Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with
respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the
Master Servicer, in light of the fact that proceeds on
the related Mortgage Loan are a source of recovery not only for the
Servicing Advance under consideration, but also as a potential
source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred
or delayed. In addition, any such Person may update or change its
recoverability determinations at any time (but not reverse any
other Person’s determination that an Advance is a Nonrecoverable
Advance) and, consistent with the Servicing Standard, in
the case of the Master Servicer or in its good faith business judgment
in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis,
 Appraisals or market value estimates or other information
for making a recoverability determination. Absent bad faith, the Master
Servicer’s, the Special Servicer’s or the
Trustee’s determination as to the recoverability of any Servicing
Advance shall be conclusive and binding on the Certificateholders.
The determination by the Master Servicer, the Special Servicer or the
Trustee, as the case may be, that a Nonrecoverable Servicing
Advance has been made or that any proposed Servicing Advance, if made,
would constitute a Nonrecoverable Servicing Advance, or
any updated or changed recoverability determination, shall be evidenced
by an Officer’s Certificate delivered by either
the Special Servicer or the Master Servicer to the other and to the
Trustee, the Certificate Administrator, the Directing Certificateholder
(but in the case of the Directing Certificateholder, only prior to the
occurrence and continuance of a Consultation Termination
Event and only with respect to any Mortgage Loan other than an Excluded
Loan as to such party) (and, in the case of a Serviced
Mortgage Loan, any Other Servicer), the Operating Advisor (but only in
the case of the Special Servicer) and the Depositor, or
by the Trustee to the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator
(and, in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however,
 that the Special Servicer
may, at its option, make a determination in accordance with the
Servicing Standard, that any Servicing Advance previously made
or proposed to be made is a Nonrecoverable Servicing Advance and shall
deliver to the Master Servicer (and with respect to a Serviced
Mortgage Loan, to any Other Servicer), the Certificate Administrator,
the Trustee, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination (other
than by the Special Servicer) shall not be binding upon (but
may be conclusively relied upon by) the Master Servicer and the Trustee,
 and any such determination by the Special Servicer shall
be binding upon the Master Servicer and the Trustee (but this


 



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


 


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


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 






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


 


“Non-Serviced
Companion Loan”: Each of the 237 Park Avenue Pari Passu Companion
Loans, the 237 Park Avenue Subordinate Companion Loans,
the Park West Village Pari Passu Companion Loans, the Park West Village
Subordinate Companion Loans, the 245 Park Avenue Pari
Passu Companion Loans, the 245 Park Avenue Subordinate Companion Loans,
the 50 Varick Street Pari Passu Companion Loans (on and
after the related Servicing Shift Securitization Date), the Macedonia
Commons Pari Passu Companion Loan (on and after the related
Servicing Shift Securitization Date), the JW Marriott Chicago Pari Passu
 Companion Loans, the JW Marriott Chicago Subordinate
Companion Loans, the TZA Multifamily Portfolio I Pari Passu Companion
Loans, the Del Amo Fashion Center Pari Passu Companion Loans
and the Del Amo Fashion Center Subordinate Companion Loans.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each Intercreditor Agreement related to a Non-Serviced Whole Loan.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the 237 Park Avenue Mortgage Loan, the Park West Village Mortgage Loan, the 245 Park Avenue
Mortgage Loan, the 50 Varick Street Mortgage Loan (on and after the related Servicing Shift Securitization Date), the Macedonia
Commons Mortgage Loan (on and after the related Servicing Shift Securitization Date), the JW Marriott Chicago Mortgage Loan, the
TZA Multifamily Portfolio I Mortgage Loan and the Del Amo Fashion Center Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the 237 Park Avenue Mortgaged Property,
 the Park West Village Mortgaged Property, the 245
Park Avenue Mortgaged Property, the 50 Varick Street Mortgaged Property
(on and after the related Servicing Shift Securitization
Date), the Macedonia Commons Mortgaged Property (on and after the
related Servicing Shift Securitization Date), the JW Marriott
Chicago Mortgaged Property, the TZA Multifamily Portfolio I Mortgaged
Property and the Del Amo Fashion Center Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the 237 Park Avenue Pari Passu Companion Loans, the Park West Village Pari Passu
Companion Loans, the 245 Park


 



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Avenue
 Pari Passu Companion Loans, the 50 Varick Street Pari Passu Companion
Loans (on and after
the related Servicing Shift Securitization Date), the Macedonia Commons
Pari Passu Companion Loan (on and after the related Servicing
Shift Securitization Date), the TZA Multifamily Portfolio I Pari Passu
Companion Loans and the Del Amo Fashion Center Pari Passu
Companion Loans.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” (or analogous term) under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to the 237 Park Avenue Mortgage Loan, the 245 Park Avenue Mortgage Loan and
the Del Amo Fashion Center Mortgage Loan, 0.00125% per annum, and the Park West Village Mortgage Loan, the JW Marriott
Mortgage Loan and the TZA Multifamily Portfolio I Mortgage Loan, 0.002500% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the 237 Park Avenue Whole Loan, the MSSG
2017-237P TSA, (ii) the Park West Village Whole Loan
and the TZA Multifamily Portfolio I Whole Loan, the UBS 2017-C2 PSA,
(iii) the 245 Park Avenue Whole Loan, 245 Park Avenue Trust
2017-245P TSA, (iv) the Del Amo Fashion Center Whole Loan, the DAFC
2017-AMO TSA, (v) the JW Marriot Chicago Whole Loan, the CSAIL
2017-CX9 PSA and (v) any Servicing Shift Whole Loan, after the
applicable Servicing Shift Securitization Date, the related pooling
and servicing agreement governing the servicing of the Servicing Shift
Whole Loan.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the 237 Park Avenue Whole Loan, the Park West
Village Whole Loan, the 245 Park Avenue Whole Loan,
the 50 Varick Street Whole Loan (on and after the related Servicing
Shift Securitization Date), the Macedonia Commons Whole Loan
(on and after the related Servicing Shift Securitization Date), the JW
Marriott Chicago Whole Loan, the TZA Multifamily Portfolio
I Whole Loan and the Del Amo Fashion Center Whole Loan.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2
 executed by a NRSRO or
(b) provided electronically and executed by such NRSRO by means of a
 “click-through” confirmation on the 17g-5
Information Provider’s Website, in either case in favor of the 17g-5
Information Provider that states that such NRSRO is
a Rating Agency under this Agreement or that such NRSRO has provided the
 Depositor with the appropriate certifications pursuant
to paragraph (e) of Rule 17g-5 of the Exchange Act, that such
NRSRO has access to the Depositor’s 17g-5 website
and that such NRSRO will keep such information confidential, except to
the extent such information has been made available to
the general public. Each NRSRO shall be deemed to recertify to the
foregoing each time it accesses the Certificate Administrator’s
Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


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


 


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


 


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


 


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


 


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


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the
Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to
$10,000 (or such lesser amount as the related Mortgagor actually
pays) with respect to any Mortgage Loan (other than a Non-Serviced
Mortgage Loan, any Servicing Shift Mortgage Loan and each Companion
Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that no such fee shall be payable
unless specifically paid by the


 



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related Mortgagor as a separately identifiable fee; provided, further, that the
Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided,
further, however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control
Eligible Certificates have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such fee
shall be payable in full to the Operating Advisor as an expense of the Trust; provided, further, that the Master
Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating
Advisor prior to any such waiver or reduction).


 


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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00170%.


 


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


 


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


 


(a)       any
failure
 by the Operating Advisor to observe or perform in any material respect
any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement,
 which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure,
requiring the same to be remedied, is given to the Operating
Advisor by any party to this


 



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Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders
of Certificates having greater than 25% of the aggregate Voting Rights, provided that any such failure which is not curable
within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect such
cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and
the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Park
West Village Intercreditor Agreement”: That certain Agreement Among Noteholders, dated as of July 19, 2017, by and between
the holders of the respective promissory notes evidencing the Park West Village Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“Park
West Village Mortgage Loan”: With respect to the Park West Village Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-3, A-4 and
A-6.


 


“Park
West Village Mortgaged Property”: The Mortgaged Property that secures the Park West Village Whole Loan.


 


“Park
West Village Pari Passu Companion Loans”: With respect to the Park West Village Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1, A-2 and A-5 and made by the related Mortgagor and secured by the Mortgage on the Park West
Village Mortgaged Property.


 


“Park
West Village Subordinate Companion Loans”: With respect to the Park West Village Whole Loan, the Companion Loans evidenced
by the related promissory notes B-1, B-2 and B-3 and made by the related Mortgagor and secured by the Mortgage on the Park West
Village Mortgaged Property.


 


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


 


“Pass-Through
Rate”:


 






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(i)          With
respect to the Class A-1 Certificates, the Class A-1 Pass-Through Rate;


 


(ii)          with
respect to the Class A-2 Certificates, the Class A-2 Pass-Through Rate;


 


(iii)         with
respect to the Class A-SB Certificates, the Class A-SB Pass-Through Rate;


 


(iv)        with
respect to the Class A-3 Certificates, the Class A-3 Pass-Through Rate;


 


(v)         with
respect to the Class A-4 Certificates, the Class A-4 Pass-Through Rate;


 


(vi)        with
respect to the Class A-S Certificates, the Class A-S Pass-Through Rate;


 


(vii)       with
respect to the Class B Certificates, the Class B Pass-Through Rate;


 


(viii)      with
respect to the Class C Certificates, the Class C Pass-Through Rate;


 


(ix)         with
respect to the Class D Certificates, the Class D Pass-Through Rate;


 


(x)          with
respect to the Class E Certificates, the Class E Pass-Through Rate;


 


(xi)         with
respect to the Class F Certificates, the Class F Pass-Through Rate;


 


(xii)        with
respect to the Class G Certificates, the Class G Pass-Through Rate;


 


(xiii)       with
respect to the Class NR Certificates, the Class NR Pass-Through Rate;


 


(xiv)       with
respect to the Class X-A Certificates, the Class X-A Pass-Through Rate;


 


(xv)        with
respect to the Class X-B Certificates, the Class X-B Pass-Through Rate;


 


(xvi)       with
respect to the Class X-D Certificates, the Class X-D Pass-Through Rate;


 


(xvii)      with
respect to the Class X-E Certificates, the Class X-E Pass-Through Rate;


 


(xviii)     with
respect to the Class X-F Certificates, the Class X-F Pass-Through Rate;


 


(xix)       with
respect to the Class X-G Certificates, the Class X-G Pass-Through Rate; and


 


(xx)        with
respect to the Class X-NR Certificates, the Class X-NR Pass-Through Rate.


 


The
Pass-Through Rate with respect to each Lower-Tier Regular Interest for any Distribution Date shall be the Weighted Average Net
Mortgage Rate for such Distribution Date.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 






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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)         direct
obligations
 of, and obligations fully guaranteed as to timely payment of principal
and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United
States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature
 in one (1) year or less from the date of acquisition;
provided that any obligation of or guarantee by, any agency or
instrumentality of the United States of America, shall be
a Permitted Investment only if such investment would not result in the
downgrading, withdrawal or qualification of the then-current 


 



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rating
assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced
Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing, other
than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of
Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National
Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and
SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide
bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae
debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated
at least “AA-", “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or
less;


 


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


 



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


 


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


 


(iv)       obligations
bearing
 interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or
any state thereof which mature in one (1) year or less from the date of
acquisition, (A) if such debt obligations have a term
of three months or less, (1) the short-term obligations of which
corporation are rated in the highest short-term debt rating category
of Fitch and KBRA (if then rated by KBRA), (2) the short-term
obligations of which corporation are rated in the highest short-term
rating category by Moody’s or the long-term obligations of which
corporation are rated at least “A2” by Moody’s
and (3)(x) if such debt obligations have a term of thirty (30) days or
less, the short term obligations of which are rated "A-1+”
by S&P or the long term obligations of which are rated at least
“AA-” by S&P and (y) if such debt obligations
have a term of three months or less, but more than thirty (30) days, the
 short term obligations of which are rated "A-1+”
by S&P and the long term obligations of which are rated at least
“AA-” by S&P, (B) if such debt obligations
have a term of more than three months and not in excess of six months,
the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term
obligations of which corporation are rated at least "Aa3“
by Moody’s and “AA-” by S&P and (C) if such debt obligations have a
term of more than six months, the short-term
obligations of which corporation are rated in the highest short-term
rating category by each Rating Agency and the long-term obligations
of which corporation are rated “Aaa” by Moody’s and “AAA” by S&P
(or, in the case of any such
Rating Agency as set forth in sub-clauses (A) through (C) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency); provided, however,
 that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment therein
will cause the then-outstanding principal amount of securities
issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal
balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)        commercial
paper
 of any corporation incorporated under the laws of the United States or
any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated
and amounts payable thereunder are not subject to any withholding
imposed by any non-United States jurisdiction) (a)(1) in the case of
such investments with maturities of 30 days or less, the
short term obligations of which


 



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corporation
 are rated at least “A-1” by S&P, in the highest short-term debt
rating
category of Moody’s (or the long-term obligations of which corporation
are rated at least “A2” by Moody’s)
and “F1” by Fitch (or the long-term obligations of which corporation are
 rated at least “A” by Fitch),
(2) in the case of such investments with maturities of three months or
less, but more than 30 days, the short-term obligations
of which are rated at least “A-1+” by S&P (or “A-1” by S&P if
the obligations mature within sixty
(60) days, in the highest short-term debt rating category of Moody’s and
 “F1+” by Fitch, or the long-term obligations
of which are rated at least “AA-” by S&P (with a short-term rating
of “A-1” by S&P), "AA-“
by Fitch (with a short-term rating of “F1” by Fitch) and “A2” by
Moody’s, (3) in the case of such
investments with maturities of six months or less, but more than three
months, (A) the short-term obligations of which are rated
at least “P1” by Moody’s, and the long-term obligations of which
corporation are rated at least “Aa3“
by Moody’s, (B) the short-term obligations of which are rated at least
“F1+” by Fitch, or the long-term obligations
of which corporation are rated at least “AA-” by Fitch (with a
short-term rating of “F1” by Fitch), and
(C) the short-term obligations of which are rated at least “A-1+” by
S&P or the long-term obligations of which
corporation are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), and (4)(A)
in the case of such investments with maturities of more than six months,
 the short-term obligations of which are rated at least
“P1” by Moody’s and the long-term obligations of which are rated at
least “Aaa” by Moody’s,
and (B) in the case of such investments with maturities of more than six
 months, the short-term obligations of which are rated
at least “A-1+” (or the equivalent) by S&P, or the long-term
obligations of which corporation are rated at least
“AA-” by S&P (with a short-term rating of “A-1” by S&P) and
“F1+” by Fitch, or the
long-term obligations of which are rated at least “AA-” by Fitch (with a
 short-term rating of “F1” by
Fitch), and (b) such commercial paper is rated in the highest short-term
 category by KBRA (if then rated by KBRA) (or such lower
rating as is the subject of a Rating Agency Confirmation by such Rating
Agency relating to the Certificates and any Serviced Companion
Loan Securities);


 


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


 






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


 


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


 


provided,
however, that with respect to any Permitted Investment for which a
 rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying
suffix), with the exception of ratings with regulatory indicators,
such as the (sf) subscript, and unsolicited ratings; provided, further, however,
 that each Permitted Investment
qualifies as a “cash flow investment” pursuant to
Section 860G(a)(6) of the Code, and that (a) it shall
have a predetermined fixed dollar of principal due at maturity that
cannot vary or change, (b) any such investment that provides
for a variable rate of interest must have an interest rate that is tied
to a single interest rate index plus a fixed spread, if
any, and move proportionately with such index, (c) any such
investment must not be subject to liquidation prior to maturity,
and (d) any such investment must not be purchased at a premium over
 par; and provided, further, however,
that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield
to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or
(b) if such instrument may be redeemed at a price below the purchase price; and provided, further, however,
that no amount beneficially owned by any Trust REMIC (even if not yet
deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income
tax purposes, unless the Master Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will
not adversely affect the status of any Trust REMIC. Permitted
Investments may not be interest-only securities. All investments shall
mature or be redeemable upon the option of the holder thereof
on or prior to the Business Day preceding the day before the date such
amounts are required to be applied hereunder.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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Payments) collected on the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


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


 


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


 


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


 


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


 


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


 



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Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 


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


 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party and the Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to such
party) or the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation
Party’s consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined could compromise the Trust’s


 



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position
 in any ongoing or future negotiations with the related Mortgagor
or other interested party and that is labeled or otherwise identified as
 Privileged Information by the Special Servicer and (iii)
information subject to attorney-client privilege. The Master Servicer,
the Special Servicer, the Operating Advisor and the Asset
Representations Reviewer shall be entitled to rely on any identification
 of materials as “attorney-client privileged”
without liability for any such reliance hereunder.


 


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


 


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


 


Notwithstanding
anything
 to the contrary in this Agreement, if the Special Servicer becomes a
Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the Special Servicer (i)
shall not directly or indirectly provide any information
related to the related Excluded Special Servicer Loan to (A) the
related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any
non-Affiliate that holds a direct or indirect


 



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ownership interest
in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above; provided, further,
 that
nothing in this Agreement shall be construed as an obligation of the
Master Servicer or the Certificate Administrator to restrict
access by the Special Servicer or any Excluded Special Servicer to any
information related to any Excluded Special Servicer Loan
and in no case shall the Master Servicer or the Certificate
Administrator be held liable if the Special Servicer accesses any
Excluded Special Servicer Information relating to the Excluded Special
Servicer Loan; and provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance with Section
4.02(f) of this Agreement any Excluded Information relating to any
Excluded Controlling Class Loan with respect to which such
Excluded Controlling Class Holder is not a Borrower Party (if such
Excluded Information is not otherwise available to such Excluded
Controlling Class Holder via the Certificate Administrator’s Website).
Notwithstanding any provision to the contrary herein,
neither the Master Servicer nor the Certificate Administrator shall have
 any obligation to restrict (and shall not restrict) access
by the Special Servicer or any Excluded Special Servicer to any
information related to any Excluded Special Servicer Loan.


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated October 2, 2017.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


(ii)        all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that


 



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represents
 Default Interest or Excess Interest on any ARD Loan), to, but not
including,
the Due Date therefor immediately preceding or coinciding with the
Determination Date for the Collection Period of purchase; plus


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than
with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the
date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and
interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance
of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a
fixed Mortgage Rate not less than the Mortgage Rate of the
removed Mortgage Loan, determined without regard to any prior
modification, waiver or amendment of the terms of the removed Mortgage
Loan; (iii) have the same Due Date as and Grace Period no longer
than that of the removed Mortgage Loan; (iv) accrue
interest on the same basis as the removed Mortgage Loan (for example, on
 the basis of a 360-day year consisting of twelve (12)
30-day months); (v) have a remaining term to stated maturity not
greater than, and not more than five (5) years less
than, the remaining term to stated maturity of the removed Mortgage
Loan; (vi) have a then-current loan-to-value ratio equal
to or less than the lesser of the loan-to-value ratio for the removed
Mortgage Loan as of the Closing Date and 75%, in each case
using the “value” for the Mortgaged Property as determined using an
Appraisal; (vii) comply as of the date of
substitution in all material respects with all of the representations
and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an environmental report that
indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as
 a part of the related Mortgage File; (ix) have a
then-current debt service coverage ratio at least equal to the greater
of the original debt service coverage ratio of the removed
Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a
“qualified replacement mortgage” within the
meaning of Section 860G(a)(4) of the Code as evidenced by an
Opinion of Counsel (provided at the applicable Mortgage Loan
Seller’s expense); (xi) not have a maturity date or an amortization
 period that extends to a date that is after the
date five (5) years prior to the Rated Final Distribution Date;
(xii) have comparable prepayment restrictions to those of
the removed Mortgage Loan; (xiii) not be substituted for a removed
Mortgage Loan unless the Trustee and the Certificate Administrator
have received Rating Agency Confirmation from each Rating Agency (the
cost, if any, of obtaining such Rating Agency Confirmation
to be paid by the applicable Mortgage Loan Seller); (xiv) have been
 approved, so long as a Control Termination Event has
not occurred and is not continuing and the affected Mortgage Loan is not
 an Excluded Loan with respect to either the Directing
Certificateholder or the Holder of the majority of the Controlling
Class, by the Directing Certificateholder; (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not
 be substituted for a removed Mortgage Loan if it would
result in an Adverse REMIC Event other than the imposition of a tax on
income expressly permitted or contemplated to be imposed
by the


 



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


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in October 2050.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 






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


 


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


 


	Related
                                         Certificates

        
	 	Related
                                         Lower-Tier Regular Interest

        

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





“Relevant
Distribution Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date,
and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other
Securitization holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related
Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to any Mortgage Loan
other than the Fairmount at Brewerytown Mortgage Loan, the Special Servicer pursuant to Section 3.14(b)
 on behalf of the
Trustee for the benefit of the Certificateholders and with respect to
any Serviced Whole Loan, for the benefit of the related
Serviced Companion Noteholder, which shall initially be entitled “Rialto
 Capital Advisors, LLC, as Special Servicer, on
behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of UBS Commercial Mortgage
Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series
2017-C4, REO Account” and (b) with respect to the Fairmount
at Brewerytown Mortgage Loan, the Fairmount at Brewerytown Special
Servicer pursuant to Section 3.14(b) on behalf of the
Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related
Serviced Companion Noteholder, which shall initially be entitled “AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown
Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4, REO Account”. Any
such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 






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“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Retained
Fee Rate”: A rate equal to 0.00250% per annum with respect to each Mortgage Loan.


 


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


 


“Retaining
Parties”: Any Holder of the RR Interest and any successor Holder of such RR Interest.


 


“Retaining
Sponsor”: Rialto Mortgage Finance, LLC, acting as retaining sponsor as such term is defined in the Risk Retention Rule.


 


“Reverse
Sequential Order”: With respect to any distribution or allocation relating to principal in respect of the Principal
Balance Certificates:


 


(A)       first,
to the Class NR Certificates;


 


(B)       second,
to the Class G Certificates;


 


(C)       third,
to the Class F Certificates;


 


(D)       fourth,
to the Class E Certificates;


 


(E)       fifth,
to the Class D Certificates;


 


(F)       sixth,
to the Class C Certificates;


 


(G)       seventh,
to the Class B Certificates;


 


(H)       eighth,
to the Class A-S Certificates;


 


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


 


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


 


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


 


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


 






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“Risk
Retention Consultation Party”: The party selected by the Holders of
more than 50% of the RR Interest by Certificate
Balance, as determined by the Certificate Registrar from time to time.
The Depositor shall promptly provide the name and contact
information for the initial Risk Retention Consultation Party upon
request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided
 by the Depositor. The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of
the Risk Retention Consultation Party has not changed until
such parties receive written notice of a replacement of the Risk
Retention Consultation Party from a party holding the requisite
interest in the RR Interest (as confirmed by the Certificate Registrar).
 The initial Risk Retention Consultation Party shall be
RH MOA U 2017-C4, LLC, a majority owned affiliate of Rialto Mortgage
Finance, LLC.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.


 


“Risk
Retention Rule”: The final rule that was promulgated to implement
the credit risk retention requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 246),
under Section 15G of the Securities Exchange Act of
1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (79 F.R. 77601; pages 77740-77766),
as such rule may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the
Office of the Comptroller of the Currency, the Board of Governors of the
 Federal Reserve System, the Federal Deposit Insurance
Corporation, the Federal Housing Finance Agency, the Securities and
Exchange Commission and the Department of Housing and Urban
Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by
any such agency or its staff from time to time, in each case, as effective from time to time.


 


“Routine
Disbursement”: As defined within the definition of “Major Decision”.


 


“RR
Interest”: Collectively, the Certificates described in the following table:


 






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	Class
of Certificates 
	 	Certificate
Balance, Notional 

Amount or Percentage Interest 

	Class
    A-1 Certificates	 	$1,485,000
	Class
    A-2 Certificates	 	$2,970,000
	Class
    A-SB Certificates	 	$2,038,000
	Class
    A-3 Certificates	 	$9,902,000
	Class
    A-4 Certificates	 	$12,249,000
	Class
    X-A Certificates	 	$28,642,000
	Class
    X-B Certificates	 	$7,468,000
	Class
    X-D Certificates	 	$1,893,000
	Class
    X-E Certificates	 	$819,000
	Class
    X-F Certificates	 	$410,000
	Class
    X-G Certificates	 	$1,023,000
	Class
    X-NR Certificates	 	$665,557
	Class
    A-S Certificates	 	$4,297,000
	Class
    B Certificates	 	$1,586,000
	Class
    C Certificates	 	$1,586,000
	Class
    D Certificates	 	$1,893,000
	Class
    E Certificates	 	$819,000
	Class
    F Certificates	 	$410,000
	Class
    G Certificates	 	$1,023,000
	Class
    NR Certificates	 	$665,557
	Class
    Z Certificates	 	         5%


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 






     -110-


     


    

 


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


 


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


 


“Secure
Data Room”: The “Secure Data Room” tab on the page relating to this transaction within the Certificate Administrator’s
website (initially “www.ctslink.com”).


 


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


 


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


 


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


 


“Serviced
AB Mortgage Loan”: The Fairmount at Brewerytown Mortgage Loan.


 


“Serviced
AB Whole Loan”: A Whole Loan that consists of a Serviced AB Mortgage Loan and a related AB Subordinate Companion Loan.
As of the Closing Date, the Fairmount at Brewerytown Whole Loan is a Serviced AB Whole Loan.


 


“Serviced
Companion Loan”: Each of (a) The District Pari Passu Companion
Loans, (b) the 50 Varick Street Pari Passu Companion
Loans (prior to the related Servicing Shift Securitization Date), (c)
the Meridian Sunrise Village Pari Passu Companion Loans,
(d) the Bank of America Office Campus Building 600 Pari Passu Companion
Loan, (e) the Macedonia Commons Pari Passu Companion Loan
(prior to the related Servicing Shift Securitization Date),


 






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(f)
the DoubleTree Berkeley Marina Pari Passu Companion Loans, and (g) any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, as applicable.


 



“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of (a) The District Pari Passu Companion Loans, (b) the 50 Varick
Street Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date), (c) the Meridian Sunrise
Village Pari Passu Companion Loans, (d) the Bank of America Office Campus Building 600 Pari Passu Companion Loan, (e) the
Macedonia Commons Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date), (f) the
DoubleTree Berkeley Marina Pari Passu Companion Loans, and (g) any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, as applicable.


 


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


 


“Serviced
Mortgage Loan”: Each of (a) The District Mortgage Loan, (b) the Fairmount at Brewerytown Mortgage Loan, (c) the 50 Varick
Street Mortgage Loan (prior to the related Servicing Shift Securitization Date), (d) the Meridian Sunrise Village Mortgage Loan,
(e) the Bank of America Office Campus Building 600 Mortgage Loan, (f) the Macedonia Commons Mortgage Loan (prior to the related
Servicing Shift Securitization Date), (g) the DoubleTree Berkeley Marina Mortgage Loan, and (h) any Serviced AB Mortgage Loan.


 


“Serviced
Pari Passu Companion Loan”: Each of (a) The District Pari Passu Companion Loans, (b) the 50 Varick Street Pari
Passu Companion Loans (prior to the related Servicing Shift Securitization Date), (c) the Meridian Sunrise Village Pari Passu
Companion Loans, (d) the Bank of America Office Campus Building 600 Pari Passu Companion Loan, (e) the Macedonia Commons Pari
Passu Companion Loan, and (f) the DoubleTree Berkeley Marina Pari Passu Companion Loans.


 


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


 


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


 


“Serviced
Pari Passu Mortgage Loan”: Each of (a) The District Mortgage Loan, (b) the 50 Varick Street Mortgage Loan (prior to
the related Servicing Shift Securitization Date), (c) the Meridian Sunrise Village Mortgage Loan, (d) the Bank of America Office
Campus Building 600 Mortgage Loan, (e) the Macedonia Commons Mortgage Loan (prior to the related Servicing Shift Securitization
Date), and (f) the DoubleTree Berkeley Marina Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of (a) The District Whole Loan, (b) the
 50 Varick Street Whole Loan (prior to the related
Servicing Shift Securitization Date), (c) the Meridian Sunrise Village
Whole Loan, (d) the Bank of America Office Campus Building
600


 






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Whole
Loan, (e) the Macedonia Commons Whole Loan (prior to the related Servicing Shift Securitization Date), and (f) the DoubleTree
Berkeley Marina Whole Loan.


 


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


 


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


 


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


 


“Serviced
Whole Loan”: Each of (a) The District Whole Loan, (b) the Fairmount
at Brewerytown Whole Loan, (c) the 50 Varick Street
Whole Loan (prior to the related Servicing Shift Securitization Date),
(d) the Meridian Sunrise Village Whole Loan, (e) the Bank
of America Office Campus Building 600 Whole Loan, (f) the Macedonia
Commons Whole Loan (prior to the related Servicing Shift Securitization
Date), and (g) the DoubleTree Berkeley Marina Whole Loan.


 


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


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion
Loan: (i) the date specified as the applicable
remittance date (or equivalent concept) in the related Intercreditor
Agreement or (ii) if no such applicable remittance date
(or equivalent concept) is so specified in the related Intercreditor
Agreement, then the earlier of (A) the Remittance Date
and (B) one (1) business day after the “determination date” (or any term
 substantially similar thereto) as defined
in the related Other Pooling and Servicing Agreement, in each case, as
long as the date on which the remittance is required is
at least one (1) Business Day after the Due Date.


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket”
costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the
Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and
administering of (a) a Mortgage Loan (and, in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan, as
applicable), other than a Non-Serviced Mortgage Loan, in
respect of which a default, delinquency or other unanticipated event has
 occurred or as to which a default is reasonably foreseeable
or (b) a Mortgaged Property securing a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or an REO Property (other
than an REO Property related to a Non-Serviced Mortgage Loan),
including, in the case of each of such clause (a) and
clause (b), but not limited to, (x) the cost of


 






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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any successor REO
Loan, a per annum rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings
“Master & Primary Servicing Fee Rate (%)” and “Sub-Servicer Fee Rate (%)” less, with respect to
any Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate, in each case computed on the basis of
the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in
respect of such loans, (ii) each Serviced Pari Passu Companion Loan (other than The District Pari Passu Companion Loans and
the Meridian Sunrise Village Pari Passu Companion Loans), a per annum rate equal to 0.0025000%, (iii) The District
Pari Passu Companion Loans, a per annum rate equal to 0.0025000%, (iv) The District Pari Passu Companion Loan
evidenced by the related promissory note A-4, a per annum rate equal to 0.0950453%, (v) The District Pari Passu
Companion Loan evidenced by the related promissory note A-5, a per annum rate equal to 0.0950453%, (vi) the Meridian
Sunrise Village Pari Passu Companion Loans, a per annum rate equal to 0.0200000% and (vii) the Fairmount at Brewerytown
Subordinate Companion Loan, a per annum rate equal to 0.0200000%; provided that with respect to the Servicing
Shift Mortgage Loan, on and after the Servicing Shift Securitization Date, the “Primary Servicing Fee Rate” with
respect to such Mortgage Loan comprising a part of the related Servicing Fee Rate shall be 0% per annum.


 


“Servicing
File”: A photocopy or electronic copy of all items required to be
included in the Mortgage File, together with each
of the following, (a) to the extent such items were actually delivered
to the related Mortgage Loan Seller, with respect to a
Mortgage Loan and (to the extent that the identified documents existed
on or before the Closing Date and the applicable reference
to Servicing File relates to any period after the Closing Date)
delivered by the related Mortgage Loan Seller, to the Master Servicer:
(i) a copy of any engineering reports


 






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


 


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


 


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


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as
 of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness
of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes,
as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related
Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date,
the 50 Varick Street Pari Passu


 






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Companion
Loan
 identified as note A-3-A and the Macedonia Commons Pari Passu Companion
 Loan will each be a Servicing Shift Lead Note related
to the Trust.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan,
 a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the
servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on the related Servicing
Shift Securitization Date. As of the Closing Date, the 50 Varick Street
Mortgage Loan and the Macedonia Commons Mortgage Loan
will each be a Servicing Shift Mortgage Loan related to the Trust. After
 the last Servicing Shift Securitization Date, there will
be no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a Non-Serviced Trust; provided
that the holder of such Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent
such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related
Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include
contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator
and Non-Serviced Trustee. Each of the respective dates on
which the 50 Varick Street Pari Passu Companion Loan identified as note
A-3-A and the Macedonia Commons Pari Passu Companion Loan
is included in a securitization trust is a Servicing Shift
Securitization Date related to the Trust (subject to the proviso in
the immediately preceding sentence).


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as
of the Closing Date, which includes a Servicing Shift
Mortgage Loan included in the Trust Fund and one or more Companion Loans
 not included in the Trust Fund, but the servicing of
which is expected to shift to the related Non-Serviced PSA entered into
in connection with the securitization, if any, of the
related Servicing Shift Lead Note on the related Servicing Shift
Securitization Date. As of the Closing Date, the 50 Varick Street
Whole Loan and the Macedonia Commons Whole Loan will each be a Servicing
 Shift Whole Loan related to the Trust. After the Servicing
Shift Securitization Dates, there will be no Servicing Shift Whole Loan
related to the Trust.


 


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


 


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


 


(i)        the
related
 Mortgagor has failed to make when due any Balloon Payment, and the
Mortgagor has not delivered to the Master Servicer
or the Special Servicer, on or before the due date of such Balloon
Payment, a written and fully executed (subject only to customary
final closing conditions) refinancing commitment from an acceptable
lender and reasonably satisfactory in form and substance to
the Master Servicer or the Special Servicer, as applicable


 






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(and
the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or
the Master Servicer, as applicable), which provides that such refinancing will occur within one hundred-twenty (120) days after
the date on which such Balloon Payment will become due (provided
that if either (x) such refinancing does not occur
before the expiration of the time period for refinancing specified in
such refinancing commitment or (y) the Master Servicer
is required to make a P&I Advance in respect of such Mortgage Loan
(or, in the case of any Serviced Whole Loan, in respect
of the Mortgage Loan included in the same Serviced Whole Loan) at any
time prior to such a refinancing, a Servicing Transfer Event
will occur immediately) or


 


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


 


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


 






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


 


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


 


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






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and
such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or


 


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


 


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


 


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


 


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


 


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


 


“Significant
Obligor”: As defined in Section 11.16.


 






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“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each
calendar quarter (other than the fourth (4th) calendar
quarter of any calendar year), the date that is fifteen (15) days after
the Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are
required to be delivered to the related lender under the
related Mortgage Loan documents. The Depositor and the Master Servicer
acknowledge that in the event the Mortgaged Property securing
the related Serviced Companion Loan is a “significant obligor” (within
the meaning of Item 1101(k) of Regulation
AB) with respect to an Other Securitization that includes such Serviced
Companion Loan, such date on which such quarterly financial
statements are required to be delivered to the related lender under the
related Mortgage Loan documents is, with respect to net
operating income information, (a) for The District Pari Passu
Companion Loans, thirty-five (35)  days following
the end of each fiscal quarter, subject to the terms of the related loan
 agreement, (b) for the Fairmount at Brewerytown Subordinate
Companion Loan, the 50 Varick Street Pari Passu Companion Loans,
the Meridian Sunrise Village Pari Passu Companion Loans
and the DoubleTree Berkeley Marina Pari Passu Companion Loans,
thirty (30) days following the end of each fiscal quarter,
subject to the terms of the related loan agreement, (c) for the Bank of
America Office Campus 600 Pari Passu Companion Loan, sixty
(60) days following the end of each fiscal quarter, subject to the terms
 of the related loan agreement, and (d) for the Macedonia
Commons Pari Passu Companion Loan, forty-five (45)  days
following the end of each fiscal quarter, subject to the terms
of the related loan agreement.


 


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


 


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


 


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


 


“Special
Notice”: As defined in Section 5.06.


 


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


 


“Special
Servicer Decision”: With respect to any Mortgage Loan:


 


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


 






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


 


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


 


(d)       requests
to incur additional debt in accordance with the terms of the applicable Mortgage Loan documents;


 


(e)       subject
to the proviso at the end of this definition, any approval or consent to grants of easements or rights of way (including without
limitation, for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage
Loan to easements, that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any
payments with respect to the related Mortgage Loan or any related Companion Loan;


 


(f)       determining
whether
 to cure any default by a Mortgagor under a Ground Lease or permit any
Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground
Lease;


 


(g)       other
than
 with respect to a Ground Lease, any modification, waiver or amendment
of any lease, the execution of a new lease or the granting
of a subordination, non-disturbance and attornment agreement in
connection with any lease at a Mortgaged Property or REO Property
if the lease affects an area greater than the lesser of (i) 30% of the
net rentable area of the improvements at the Mortgaged
Property and (ii) 30,000 square feet of the improvements at the
Mortgaged Property; provided that the Special Servicer will be
required to reach a decision on any such Special Servicer Decision
within twenty (20) Business Days of its receipt from the Borrower
of all information reasonably requested by the Special Servicer in order
 to process the Special Servicer Decision (such twenty
(20) Business Days being inclusive of the five (5) Business Day


 






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period
within which the Directing Certificateholder is required to grant or withhold its consent);


 


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


 


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


 


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.2500% per
annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion
Loan, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan or (b) if such rate in
clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other
than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $5,000 in any given month,
then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be the higher per
annum rate as would result in a Special Servicing Fee equal to $5,000 for such month with respect to such Specially Serviced
Loan or REO Property.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added
to the Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)        the
principal
 portion of each Periodic Payment due on such Mortgage Loan after the
Cut-off Date (or in the case of a Qualified Substitute


 






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Mortgage
Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Sub-Servicer”:
Any
 Person that services Mortgage Loans on behalf of the Master Servicer,
the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through
Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master
Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that
are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b),
 an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced
calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after
application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more
removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis
of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the
related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


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


 






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


 


“The
District Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 31, 2017, by and
between the holders of the respective promissory notes evidencing The District Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“The
District Mortgage Loan”: With respect to The District Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-1 and A-3.


 


“The
District Mortgaged Property”: The Mortgaged Property that secures The District Whole Loan.


 


“The
District Pari Passu Companion Loans”: With respect to The District
Whole Loan, the Companion Loans evidenced by the
related promissory notes A-2, A-4 and A-5 and made by the related
Mortgagor and secured by the Mortgage on The District Mortgaged
Property.


 


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


 


“TZA
Multifamily Portfolio I Intercreditor Agreement”: That certain
Agreement Between Noteholders, dated as of August 17,
2017, by and between the holders of the respective promissory notes
evidencing the TZA Multifamily Portfolio I Whole Loan, relating
to the relative rights of such holders, as the same may be further
amended in accordance with the terms thereof.


 


“TZA
Multifamily Portfolio I Mortgage Loan”: With respect to the TZA
Multifamily Portfolio I Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 33 on the
 Mortgage Loan Schedule), which is evidenced by promissory
note A-4.


 


“TZA
Multifamily Portfolio I Mortgaged Property”: The Mortgaged Property that secures the TZA Multifamily Portfolio I Whole
Loan.


 


"
TZA Multifamily Portfolio I Pari Passu Companion Loans”: With respect to the TZA Multifamily Portfolio I Whole Loan,
the Companion Loans evidenced by the related promissory notes A-1, A-2 and A-3 and made by the related Mortgagor and secured by
the Mortgage on the TZA Multifamily Portfolio I Mortgaged Property.


 


“TZA
Multifamily Portfolio I Whole Loan”: The TZA Multifamily Portfolio I
 Mortgage Loan, together with the TZA Multifamily
Portfolio I Pari Passu Companion Loans, each of which is secured by the
same Mortgage on the TZA Multifamily Portfolio I Mortgaged
Property. References herein to the TZA Multifamily Portfolio I Whole
Loan shall be construed


 






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to
refer to the aggregate indebtedness under the TZA Multifamily Portfolio I Mortgage Loan and the TZA Multifamily Portfolio I Pari
Passu Companion Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “UBS Commercial Mortgage Trust 2017-C4".


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered
 hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any
Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto
(subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off
Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO
Property (to the extent of the Trust’s


 






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interest
therein)
 or the Trust’s beneficial interest in the Mortgaged Property securing a
 Non-Serviced Whole Loan acquired under
the related Non-Serviced PSA; (iv) all revenues received in respect
 of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special
Servicer’s, the Certificate Administrator’s and
the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant
to this Agreement and any proceeds thereof (to the extent of the Trust’s
 interest therein); (vi) any Assignment of
Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities,
guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s
interest therein); (viii) all assets deposited in the Loss of Value
 Reserve Fund and the Servicing Accounts (to the extent
of the Trust’s interest therein), amounts on deposit in the Collection
Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements
(to the extent of the Trust’s interest therein);
(x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the
Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the
 proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor). For the avoidance of doubt, no
Retained Defeasance Rights and Obligations will be an asset
of the Trust.


 


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


 


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


 


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


 


“UBS
2017-C2 PSA”: That certain pooling and servicing agreement, dated as of August 1, 2017, among UBS Commercial Mortgage
Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and
as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer.


 


“UBS
AG, New York Branch”: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, a
Swiss bank, or its successor in interest.


 


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


 






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


 


“Underwriters”:
UBS
 Securities LLC, SG Securities Americas, LLC, Natixis Securities
Americas LLC, CIBC World Markets Corp. and Academy Securities,
Inc.


 


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


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has
been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the
other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 


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


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b)
 in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank,
 National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the
 benefit of the registered holders of UBS Commercial Mortgage
Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series
2017-C4, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 






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“U.S.
Tax Person”: A citizen or resident of the United States, a
corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized
 in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax
regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to
 be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates
 which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated
among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts
as of the date of determination) (with respect to the RR Interest, subject to the limitations described herein) and (ii) in
the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator of which
is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the
Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05(b), taking into account any notional reduction in the Certificate Balance for Cumulative
Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined
as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate
Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to
Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction
Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates, determined as
of the Distribution Date immediately preceding such time (with respect to the RR Interest, subject to the limitations set forth
herein). The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in
proportion to their respective Percentage Interests. None of the Class Z Certificates, Class R Certificates or RR Interest
will be entitled to any Voting Rights; provided, however, that the Holders of the RR Interest shall be entitled
to consent to amendments to this Agreement that would adversely affect the rights of such Certificateholders.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or,
in the case of the initial Distribution Date, as of the Closing Date).


 


“Whole
Loan”: Any of (i) the 237 Park Avenue Whole Loan, (ii) the Park West Village Whole Loan, (iii) The District Whole Loan,
(iv) the 245 Park Avenue Whole Loan, (v) the Fairmount at Brewerytown Whole Loan, (vi) the 50 Varick Street Whole Loan, (vii)
the Meridian Sunrise Village Whole Loan, (viii) the Bank of America Office Campus Building 600


 






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Whole
Loan, (ix) the Macedonia Commons Whole Loan, (x) the DoubleTree Berkeley Marina Whole Loan, (xi) the JW Marriott Chicago Whole
Loan, (xii) the TZA Multifamily Portfolio I Whole Loan and (xiii) the Del Amo Fashion Center Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the
amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the
making of three (3) Periodic Payments under its modified
terms, would then constitute) a Corrected Loan, together with (to the
extent accrued and unpaid) interest on such Advances, to
the extent that (i) such Advance (and accrued and unpaid interest
thereon) is not reimbursed to the Person who made such
Advance on or before the date, if any, on which Mortgage Loan becomes a
Corrected Loan and (ii) the amount of such Advance
(and accrued and unpaid interest thereon) becomes an obligation of the
related Mortgagor to pay such amount under the terms of
the modified loan documents. That any amount constitutes all or a
portion of any Workout-Delayed Reimbursement Amount shall not
in any manner limit the right of any Person hereunder to determine in
the future that such amount instead constitutes a Nonrecoverable
Advance.


 


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


 


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


 


“XML”:
Extensible Markup Language.


 


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


 


Section
1.02 Certain Calculations.


 


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


 


(i)        All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 






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(ii)       Any
Mortgage
 Loan or Companion Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for
purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be
 received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage
 Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


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


 


(iv)      Unless
otherwise
 specifically provided for herein, all net present value calculations
and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property
(including for purposes of the definition of "Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are
silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as
applicable, or sale by the Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer
 or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on
similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage
Loan or Serviced Companion Loan based on its outstanding
principal balance and (z) the yield on 10-year U.S. treasuries as
of such date of determination, and (b) for all other
cash flows, including property cash flow, the “discount rate” set forth
in the most recent Appraisal (or update of
such Appraisal) of the related Mortgaged Property.


 


(v)       Any
reference
 to “expense of the trust” or “additional trust fund expense” or words
of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that
shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related
Intercreditor Agreement, then, to the extent such Intercreditor
Agreement
refers to this Agreement for the application of trust fund expenses or
such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced
 Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loan in accordance with
the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
 or (ii) with respect to any Serviced AB Whole Loan,
first, to the related AB Subordinate Companion Loan and then, to the Trust.


 






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[End
of Article I]


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 





 


Section
2.01        Conveyance of Mortgage Loans. (a)  The
Depositor,
 concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as trustee
of the trust, assign, sell, transfer and convey to the Trustee, in
trust, without recourse, for the benefit of the Certificateholders
and the Trustee (as holder of the Lower-Tier Regular Interests) all the
right, title and interest of the Depositor, including
any security interest therein for the benefit of the Depositor, in, to
and under (i) the Mortgage Loans identified on the
Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than
Section 4(c), (d), (e) and (g)) and 5 (other than
Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing,
Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the
Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan
Purchase Agreement among the Depositor, Ladder Capital Finance
LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital
 Finance Holdings LLLP and Series TRS of Ladder Capital
Finance Holdings LLLP; (iii) the Intercreditor Agreements;
(iv) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (v) any REO Property (to the
extent of the Depositor’s interest therein) or the
Depositor’s beneficial interest in the Mortgaged Property securing a
Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (vi) all revenues received in respect of any REO
Property (to the extent of the Depositor’s interest
therein); (vii) the Master Servicer’s, the Special Servicer’s, the
Certificate Administrator’s and the
Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this
Agreement and any proceeds thereof (to the extent of the Depositor’s
interest therein); (viii) any Assignment of Leases
and any security agreements (to the extent of the Depositor’s interest
therein); (ix) any letters of credit, indemnities,
guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Depositor’s
interest therein); (x) all assets deposited in the Loss of Value
Reserve Fund and the Servicing Accounts (to the extent of
the Depositor’s interest therein), amounts on deposit in the Collection
Account (to the extent of the Depositor’s
interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Depositor’s interest in such
Gain-on-Sale Reserve Account) and any REO Account (to the extent of the
Depositor’s interest in such REO Account), including
any reinvestment income, as applicable; (xi) any Environmental
Indemnity Agreements (to the extent of the Depositor’s
interest therein); (xii) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent
not covered by clause (ii) above); (xiii) the Lower
Tier Regular Interests; and (xiv) the proceeds of the
foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and
any reserve accounts, to the extent such interest belongs to the related
 Mortgagor, and any Retained Defeasance Rights and Obligations
with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest
and principal received or


 






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receivable
on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable
on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date;
and (iii) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans. The transfer of the Mortgage Loans
and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07,
 is intended by
the parties to constitute a sale: In connection with the assignment to
the Trustee of Sections 2, 3, 4 (other than Section 4(c),
(d) and (f)) and 5 (other than Section 5(f), (g), (h) and (i)) and,
 to the extent related to the foregoing, Sections 9,
10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase
Agreements and Section 19 of the Mortgage Loan Purchase
Agreement among the Depositor, Ladder Capital Finance LLC, Ladder
Capital Finance Holdings LLLP, Series REIT of Ladder Capital
Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings
LLLP, it is intended that the Trustee get the benefit
of Sections 10, 13 and 15 thereof in connection with any exercise
of rights under the assigned Sections, and the Depositor
shall use its best efforts to make available to the Trustee the benefits
 of Sections 10, 13 and 15 in connection therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a)
 above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan
Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and
deposited with, the Custodian, (A) on or before the Closing
Date, the Mortgage Note relating to each Mortgage Loan so assigned,
endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date (or such later date as may be provided under
Section 2.01(b) and (c) hereof with regard to any item),
the remainder of the Mortgage File for each Mortgage Loan
and, except in the case of a Mortgage Loan that is a Non-Serviced Whole
Loan as of the Closing Date (which delivery shall be subject
to clause (e) of the first proviso to the definition of
“Mortgage File”), any other items required to
be delivered or deposited by the Mortgage Loan Seller pursuant to this
Agreement (other than amounts from reserve accounts and
originals of letters of credit, which shall be transferred to the Master
 Servicer) for each Mortgage Loan. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage
 Loan, the original Mortgage Note, the delivery requirements
of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
 shall be deemed to have been satisfied upon
such Mortgage Loan Seller’s delivery of a copy or duplicate original of
such Mortgage Note, together with an affidavit certifying
that the original thereof has been lost or destroyed and indemnifying
the Trustee and the Trust. If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage
Loan, any of the documents and/or instruments referred to
in clauses (ii), (iv), (vii) and (ix)
of the definition of “Mortgage File” (or, if
applicable, a copy thereof) with evidence of filing or recording thereon
 (if intended to be recorded or filed), solely because
of a delay caused by the public filing or recording office where such
document or instrument has been delivered, or will be delivered
within ten (10) Business Days of the Closing Date, for filing or
recordation, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the
Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, if a duplicate original or a


 






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photocopy
of
 such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title
insurance company or the applicable Mortgage Loan Seller to be a true
and complete copy of the original thereof submitted or to
be submitted for filing or recording) is delivered to the Custodian on
or before the date set forth herein, and either the original
of such non-delivered document or instrument, or a photocopy thereof
(certified by the appropriate county recorder’s office
or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii)
of the definition of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording),
with evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing
Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent
to, which consent shall not be unreasonably withheld, as long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing
Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original
or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and
(ix) (or, if applicable, a copy thereof) of the definition of
“Mortgage File,” with evidence of filing or recording
thereon (if intended to be recorded or filed), for any other reason,
including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of
the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such
 non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the
Mortgage File, if a photocopy of such non-delivered document
or instrument (with evidence of filing or recording thereon and
certified in the case of the documents and/or instruments referred
to in clause (ii) of the definition of “Mortgage File” by
the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy
 of the original thereof submitted for recording) is delivered
to the Custodian on or before the date set forth herein. Neither the
Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with
the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for
filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii),
clause (v), or clause (x) of the definition of
“Mortgage File” solely because of the unavailability
of filing or recording information as to any existing document or
instrument, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such
assignment by delivering with respect to such Mortgage Loan on the
Closing Date an omnibus assignment of such Mortgage Loan substantially
in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan
(in fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian
within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months,
which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee
and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting
in good faith


 






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to obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording
information as to the related document or instrument); and provided, further, that in the case of a Non-Serviced
Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of the first proviso to the definition
of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for
recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii),
clause (v), or clause (x) of the definition of “Mortgage File”, and such Mortgage Loan Seller
may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy
of such assignment in the form sent for recording or filing or (except for recording or filing information not yet available)
to be sent for recording or filing; provided that an original or copy of such assignment (with evidence of recording or
filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c)
 of this
Agreement. Notwithstanding anything herein to the contrary, with respect
 to the delivery of a letter of credit in the manner described
in clause (A) of clause (xii) of the definition of “Mortgage File”, the applicable Mortgage
Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) by delivering to the Custodian within
ten (10) Business Days following the Closing Date with respect
to any such letter(s) of credit a copy of such letter of credit, the
transfer documentation and such transmittal communication
to the issuing bank indicating that such document has been delivered to
the issuing bank for reissuance. If a letter of credit
is not in a form that would allow the Master Servicer to draw on such
letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan
documents, the applicable Mortgage Loan Seller shall deliver
copies of the appropriate transfer or assignment documents to the
Custodian promptly following receipt of written notification
thereof. If not otherwise paid by the related Mortgagor, the applicable
Mortgage Loan Seller shall pay any transfer fee required
in order to transfer the beneficiary’s interest from such Mortgage Loan
Seller to the Master Servicer on behalf of the Trust
as required hereunder and shall cooperate with the reasonable requests
of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of
credit is reissued to the Master Servicer on behalf of
the Trust. Regardless of the manner of delivery, the related Mortgage
Loan Seller is required pursuant to the related Mortgage
Loan Purchase Agreement to indemnify the Trust for any liabilities,
charges, costs, fees or other expenses accruing from the failure
of such Mortgage Loan Seller to assign all rights in and to the letter
of credit hereunder including the right and power to draw
on the letter of credit.


 


(c)       Except
in
 the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan
Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each
assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating
 to the Mortgage Loans conveyed by it under the applicable Mortgage Loan
 Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing
or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the applicable Mortgage
 Loan Seller may deliver one (1) omnibus assignment for
all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage


 






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Loan,
the
 related Mortgage Loan Seller will itself, or a third party at such
Mortgage Loan Seller’s expense will, promptly (and
in any event within one hundred-twenty (120) days after the later of the
 Closing Date and the related Mortgage Loan Seller’s
actual receipt of the related documents and the necessary recording and
filing information) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real
 property records or UCC Financing Statements, as appropriate,
each Assignment. Each such Assignment submitted for recording shall
reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the
Custodian or its designee following recording or filing (or
to the related Mortgage Loan Seller or its agent who will then be
responsible for delivery of the same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be
promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage
 Loan Seller or its agent shall be required to be delivered
to the Custodian to be included as part of the related Mortgage File
within thirty (30) days after receipt. If any such document
or instrument is determined to be incomplete or not to meet the
recording or filing requirements of the jurisdiction in which
it is to be recorded or filed, or is lost by the public office or
returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the
 Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or
cure such defect, as the case may be, and thereafter the
related Mortgage Loan Seller or its designee shall, at the expense of
such Mortgage Loan Seller, upon receipt thereof cause the
same to be duly recorded or filed, as appropriate. If, by the first
anniversary of the Closing Date, the Custodian has not received
confirmation of the recording or filing as the case may be, of any such
Assignment, it shall so advise the related Mortgage Loan
Seller who may then pursue such confirmation itself or request that the
Custodian pursue such confirmation at the related Mortgage
Loan Seller’s expense, and upon such a request and provision for payment
 of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller,
shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable
Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related
Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the
related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan
Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the
expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or
recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the
foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file
any UCC-3 to the Trustee referred to in clause (ix) of the
definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be
an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not
required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or
discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage


 






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


 


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


 


(f)       The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)       With
respect
 to the Mortgage Loans (other than any Non-Serviced Mortgage Loans)
secured by the Mortgaged Properties identified on the
Mortgage Loan Schedule as Embassy Suites – Brea, Hilton Garden Inn
Irvine/Orange County Airport, DoubleTree Orlando, Courtyard
St. Louis Downtown Convention Center, DoubleTree Berkeley Marina,
Holiday Inn Express – Costa Mesa, Red Roof Inn Erlanger, Candlewood
Suites Chambersburg, and Holiday Inn Express & Suites Duncan, which
are each subject to a franchise agreement with a related
comfort letter in favor of the respective Mortgage Loan Seller that
requires notice to or request of the related franchisor to
transfer or assign any related comfort letter to the Trustee for the
benefit of the Certificateholders or otherwise have a new
comfort letter (or any such new document or acknowledgement as may be
contemplated under the existing comfort letter) issued in
the name of the Trustee for the benefit of the Certificateholders, the
related Mortgage Loan Seller or its designee shall provide
any such required notice or make


 






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


 


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


 


(i)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02,
 in connection with the Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank
 and need not be recorded pursuant to this Agreement (other
than the endorsements to the Note(s) evidencing the related Servicing
Shift Mortgage Loan) until the earliest of (i) 180 days
after the Closing Date, (ii) the Servicing Shift Securitization Date, in
 which case such instruments shall be assigned and recorded
in accordance with the related Non-Serviced PSA, and (iii) the Servicing
 Shift Whole Loan becoming a Specially Serviced Loan prior
to the Servicing Shift Securitization Date, in which case assignments
and recordations shall be effected in accordance with this
Section 2.01 until the occurrence, if any, of the Servicing Shift
 Securitization Date, (2) no letter of credit need be
amended (including, without limitation, to change the beneficiary
thereon) until the earliest of (i) the Servicing Shift Securitization
Date, in which case such amendment shall be in accordance with the
related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan
becoming a Specially Serviced Loan prior to the Servicing Shift
Securitization Date in which case such amendment shall be effected
in accordance with the terms of this Section 2.01 and (iii) the
earlier of (A) 180 days after the Closing Date and (B)
any such time as any such letter of credit is required to be drawn upon
by the Master Servicer in which case such amendment shall
be effected in accordance with the terms of this Section 2.01,
and (3) on and following the Servicing Shift Securitization
Date, the Person selling the related Servicing Shift Lead Note to the
related Non-Serviced Depositor, at its own expense, shall
be (a) entitled to direct in writing, which may be conclusively relied
upon by the Custodian, the Custodian to deliver the originals
of all the Mortgage Loan documents relating to the Servicing Shift Whole
 Loan in its possession (other than the original Note(s)
evidencing the Servicing Shift Mortgage Loan) to the related Non-


 






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Serviced
Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a)
 is exercised, required to cause the retention
by or delivery to the Custodian of photocopies of Mortgage Loan
documents related to the Servicing Shift Whole Loan so delivered
to such Non-Serviced Trustee or such Non-Serviced Custodian, (c)
entitled to cause the completion (or, in the event of a recordation
as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments
of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause
(c) is exercised, required to deliver to the Trustee or Custodian
photocopies of any instruments of assignment so completed
and recorded, and (e) entitled to require the Master Servicer to
transfer, and to cooperate with all reasonable requests in connection
with the transfer of, the Servicing File, and any Escrow Payments,
reserve funds and items specified in clauses (x) and
(xii) of the definition of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master
Servicer.


 


(j)       Within
five
 (5) Business Days after the Closing Date, the Depositor shall deliver
the Initial Schedule AL File in EDGAR-Compatible Format
and Excel format, Initial Schedule AL Additional File in
EDGAR-Compatible Format and Excel format and the Annex A-1 to the
Prospectus
in EDGAR-Compatible Format and Excel format to the Master Servicer at
ssreports@wellsfargo.com.


 


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


 


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


 






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


 


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


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix)
 in
the definition of “Mortgage File”, which Material Defect results solely
from a delay in the return of the related
documents from the applicable filing or recording office and gives rise
to a repurchase or substitution obligation on the part
of the related Mortgage Loan Seller with respect to the subject Mortgage
 Loan pursuant to the related Mortgage Loan Purchase Agreement,
the Directing Certificateholder, in its sole judgment, may (other than
with respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class
 and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and
the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control
Termination Event, permit the related


 






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Mortgage
Loan
 Seller in lieu of repurchasing or substituting for the related Mortgage
 Loan, to deposit with the Master Servicer an amount,
to be held in trust in a segregated Eligible Account (which may be a
sub-account of the Collection Account), equal to 25% of the
Stated Principal Balance of the related Mortgage Loan (in the
alternative, the related Mortgage Loan Seller may deliver to the
Master Servicer a letter of credit in such amount, with a copy to the
Custodian). Such funds or letter of credit, as applicable,
shall be held by the Master Servicer (i) until the date on which
the Custodian determines and notifies the Master Servicer
that such Material Defect has been cured or the related Mortgage Loan is
 no longer part of the Trust Fund, at which time the Master
Servicer shall return such funds (or letter of credit) to the related
Mortgage Loan Seller, or (ii) until the same are applied
to the Purchase Price (or the Substitution Shortfall Amount, if
applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage
Loan Seller. Notwithstanding the two (2) immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to
the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that
the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the
mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with
respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related
Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or
substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan
Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage
Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period)
if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has
delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall,
to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with
Section 2.03(b). All such funds deposited in the Collection
Account shall be invested in Permitted Investments, at the
direction and for the benefit of the related Mortgage Loan Seller. Such
funds shall be treated as an “outside reserve fund"
under the REMIC Provisions, which, together with any reimbursement from
the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on
income or gain with respect thereto.


 


(e)       It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii)
 of the definition
of “Mortgage File” exist or are required to be delivered by the
Depositor, the Mortgage Loan Sellers or any other
Person (unless identified on the Mortgage Loan Checklist) or
(ii) to inspect, review or examine any of the documents,
instruments,
certificates or other papers relating to the Mortgage Loans delivered to


 






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it
to
 determine that the same are genuine, enforceable, duly authorized,
sufficient to perfect and maintain the perfection of a security
interest or appropriate for the represented purpose or that they are
other than what they purport to be on their face and, with
respect to the documents specified in clause (viii) of the definition of the “Mortgage File”, whether
the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are included in the file
or if the policy has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage
Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to
the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise,
the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section
2.02 that the related Mortgage File should include one (1) state
level UCC Financing Statement filing for each Mortgaged Property
(or with respect to any Mortgage Loan that has two (2) or more
Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors
are named as debtors in the same UCC Financing Statement filing), or if
the Custodian has received notice that a particular UCC
Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement
filing for each Mortgaged Property (or with respect to any Mortgage Loan
 that has two (2) or more Mortgagors, for each Mortgagor,
except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of
the UCC Financing Statements to be assigned to the Trust will be
delivered on the national forms (or on such other form as may
be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable,
and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as
indicated in the documents provided, and in accordance with then-current
 laws.


 


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


 


(g)       If
the
 Master Servicer or the Special Servicer (i) receives a Repurchase
Request or any other request or demand from any Person
for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan
because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the


 






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


 


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


 


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


 


In
the event that the Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ’15Ga-1 Repurchase Request’ under Section 2.02
 of the Pooling and
Servicing Agreement relating to the UBS Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
2017-C4 requiring action by you as the ‘Repurchase Request Recipient’
thereunder.” Upon receipt of such 15Ga-1
Repurchase Request by the Master Servicer or the Special Servicer, as
applicable, such party shall be deemed to be the Repurchase
Request Recipient in respect of such 15Ga-1 Repurchase Request, and such
 party shall comply with the procedures set forth in this
Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision,
be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review
of the Mortgage File.


 






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If
the
 Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a
15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to
the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer
 or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate
Registrar, the Operating Advisor, the Asset Representations
Reviewer or the Custodian shall also be provided to the Depositor and,
in the case of a withdrawal notice, to the applicable Mortgage
Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Special Servicer
shall promptly notify the Depositor of such repurchase or replacement.


 


(h)       The
parties
 hereto acknowledge the obligation of each Mortgage Loan Seller pursuant
 to Section 2(d) of the related Mortgage Loan Purchase
Agreement to deliver at its expense, on or prior to the Closing Date, to
 the Special Servicer five (5) originals of limited powers
of attorney substantially in the form attached as Exhibit TT
hereto in favor of the Special Servicer to empower the Special
Servicer to sign and/or deliver to a third party for submission, at the
expense of the related Mortgage Loan Seller, any mortgage
loan documents required to be recorded as described in Section 2.01
 of this Agreement and any intervening assignments with
evidence of recording thereon that are required to be included in the
Mortgage Files (so long as original counterparts have previously
been delivered to the Trustee (or the Custodian on its behalf)); provided
 that if the Mortgage Loan Seller fails to promptly
pay the Special Servicer the expenses associated with recording
documents as provided in this sentence, then such expenses shall
be payable out of the Trust (it being understood for the avoidance of
doubt that the applicable Mortgage Loan Seller will nonetheless
remain responsible for reimbursing the Trust for such expenses). The
Special Servicer shall not be liable for any failure of such
third party in connection with the foregoing, so long as the third party
 was chosen in accordance with the Servicing Standard.
Each Mortgage Loan Seller has agreed to reasonably cooperate with the
Special Servicer in connection with any additional powers
of attorney or revisions thereto that are requested by the Special
Servicer for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any
Mortgage Loan by or under authorization by any party hereto
except to the extent that the absence of a document described in the
third preceding sentence with respect to such Mortgage Loan
remains unremedied as of the date on which such Mortgage Loan becomes a
Specially Serviced Loan or at the time required for enforcement
by the Trust. The Special Servicer shall submit such documents for
recording, at the related Mortgage Loan Seller’s expense,
after the date set forth above, provided, the Special Servicer shall not
 submit such assignments for recording if the related
Mortgage Loan Seller produces evidence that it or a third-party on its
behalf has sent any such assignment for recording and certifies
that such Mortgage Loan Seller is awaiting its return from the
applicable recording office.


 





 


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


 






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


 


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


 


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


 


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


 


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


 


(b)       After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii),
 the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if
earlier, such Mortgage Loan Seller’s discovery
of such Material Defect or (ii) in the case of a Material Defect
relating to a Mortgage Loan not being a Qualified Mortgage,
the earlier of (x) discovery by the related Mortgage Loan Seller or
 any party to this Agreement of such Material Defect and
(y) receipt of notice of the Material


 






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Defect
from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”),
 (A) cure such
Material Defect in all material respects, at such Mortgage Loan Seller’s
 own expense, including reimbursement of any related
reasonable additional expenses of the Trust reasonably incurred by any
party to this Agreement, (B) repurchase the affected
Mortgage Loan or REO Loan (excluding any related Serviced Companion
Loan, if applicable), at the applicable Purchase Price and
in conformity with the applicable Mortgage Loan Purchase Agreement and
this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no
substitution will be permitted) for such affected Mortgage
Loan or REO Loan (provided that in no event shall any such
substitution occur on or after the second anniversary of the
Closing Date) and pay the Master Servicer for deposit into the
Collection Account, any Substitution Shortfall Amount in connection
therewith and in conformity with the applicable Mortgage Loan Purchase
Agreement and this Agreement; provided, however,
that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the
Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
 of the
definition of Mortgage File by a date not later than eighteen (18)
months following the Closing Date, if such Material Defect
is capable of being cured but is not cured within the Initial Cure
Period, and the applicable Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect
within the Initial Cure Period, the applicable Mortgage Loan
Seller shall have an additional ninety (90) days commencing immediately
upon the expiration of the Initial Cure Period (such additional
ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)); provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any
Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class, prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan
Seller anticipates that such Material Defect will be cured within the Extended Cure Period; and provided, further,
that, if any such Material Defect is not cured after the Initial Cure
Period and any such Extended Cure Period solely due to the
failure of the related Mortgage Loan Seller to have received the
recorded document, then such Mortgage Loan Seller shall be entitled
to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Material Defect until eighteen (18)
months after the Closing Date for so long as such Mortgage Loan Seller
certifies to the Trustee, the Master Servicer, the Special
Servicer and the Certificate Administrator no less than every ninety
(90) days, beginning at the end of such Initial Cure Period,
that such Material Defect is still in effect solely because of its
failure to have received the recorded document and that such
Mortgage Loan Seller is diligently pursuing the cure of such Material
Defect (specifying the actions being taken). Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not
to be a Qualified Mortgage shall be deemed to materially
and adversely affect the interests of Certificateholders


 






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therein,
 and (subject to the applicable Mortgage Loan Seller’s
right to cure such Defect or Breach during the Initial Cure Period) such
 Mortgage Loan shall be repurchased or substituted for
without regard to the Extended Cure Period described in the preceding
sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the applicable
 Mortgage Loan Seller are to be remitted by wire transfer
to the Master Servicer for deposit into the Collection Account. In the
event the Special Servicer is required to enforce the Repurchase
Request related to a Non-Specially Serviced Loan under this Section 2.03(b),
 within five (5) days of request by the Special
Servicer, the Master Servicer shall deliver to the Special Servicer a
copy of the Servicing File with respect to any such Non-Specially
Serviced Loan.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect
of any Mortgage Loan that is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class or a Servicing Shift Mortgage Loan), with the consent of the Directing Certificateholder or the Holder
of the majority of the Controlling Class, the consent of the Directing Certificateholder) (each such payment, a “Loss
of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into
the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. In connection with any
Loss of Value Payment with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special
Servicer, but in any event within the time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan
were subject to a Servicing Transfer Event), with the Servicing File and all information, documents and records relating to such
Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit the Special Servicer to
calculate the Loss of Value Payment, to the extent set forth in Section 3.19
 (as if such Mortgage Loan were subject to
a Servicing Transfer Event). The Loss of Value Payment shall include the
 portion of any Liquidation Fees payable to the Special
Servicer in respect of such Loss of Value Payment and the portion of
fees of the Asset Representations Reviewer attributable to
the Asset Review of such Mortgage Loan and not previously paid by the
Mortgage Loan Seller. If such Loss of Value Payment is made,
the Loss of Value Payment shall serve as the sole remedy available to
the Certificateholders and the Trustee on their behalf regarding
any such Material Defect in lieu of any obligation of the Mortgage Loan
Seller to otherwise cure such Material Defect or repurchase
or substitute for the affected Mortgage Loan based on such Material
Defect under any circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable
 Mortgage Loan Seller and the Special Servicer on behalf
of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude
the Mortgage Loan Seller or the Special Servicer, as applicable, from exercising any of its rights related to a Material Defect
in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this
paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment
shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a
Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 






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If
any
 Breach that constitutes a Material Defect pertains to a representation
or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor
to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related
Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the
Trust (by wire transfer of immediately available funds)
for (i) the reasonable amount of any such costs and expenses incurred by
 the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Trust that are incurred as a result of
 such Breach and have not been reimbursed by the related
Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan
Seller to the Asset Representations Reviewer to the extent
not previously paid by the Mortgage Loan Seller to the Asset
Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided that in the event any such costs and
expenses exceed $10,000, the Mortgage Loan Seller shall have
the option to either repurchase or substitute for the related Mortgage
Loan as provided above or pay such costs and expenses.
Except as provided in the proviso to the immediately preceding sentence,
 the related Mortgage Loan Seller shall remit the amount
of such costs and expenses and, upon its making such remittance, the
related Mortgage Loan Seller shall be deemed to have cured
such Breach in all respects. To the extent any fees or expenses that are
 the subject of a cure by the related Mortgage Loan Seller
are subsequently obtained from the related Mortgagor, the portion of the
 cure payment made by the related Mortgage Loan Seller
equal to such fees or expenses obtained from the related Mortgagor shall
 promptly be returned to the related Mortgage Loan Seller.
Periodic Payments due with respect to each Qualified Substitute Mortgage
 Loan (if any) after the related Due Date in the month
of substitution, and Periodic Payments due with respect to each Mortgage
 Loan being repurchased or replaced after the related
Cut-off Date and received by the Master Servicer or the Special Servicer
 on behalf of the Trust on or prior to the related date
of repurchase or substitution, shall be part of the Trust Fund. Periodic
 Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) on or prior to the related Due Date in the month
of substitution, and Periodic Payments due with respect
to each Mortgage Loan being repurchased or replaced and received by the
Master Servicer or the Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be
 part of the Trust Fund and are to be remitted by the
Master Servicer or the Special Servicer to the applicable Mortgage Loan
Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this
Agreement or the related Mortgage Loan Purchase Agreement,
a delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute
 (or make a Loss of Value Payment with respect to) for
the related Mortgage Loan if (i) the related Mortgage Loan Seller
did not otherwise discover or have knowledge of such Material
Defect, (ii) such delay is a result of the failure by a party to
the applicable Mortgage Loan Purchase Agreement, or this
Agreement, to provide prompt notice as required by the terms of the
applicable Mortgage Loan Purchase Agreement, or this Agreement,
after such party has actual knowledge of such Material Defect (knowledge
 shall not be deemed to exist by reason of the Custodial
Exception Report or possession of the Mortgage File), (iii) such delay
precludes such Mortgage Loan Seller from curing such Material
Defect and (iv) such Material Defect does not relate to the applicable
Mortgage Loan not being a Qualified Mortgage. Notwithstanding
the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property
 that is, in whole or in part, a hotel, restaurant (operated
by a borrower), healthcare facility, nursing


 






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home,
assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver
copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to
 each Mortgage Loan Purchase Agreement, if there is a Material Defect
with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not
be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any
 partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the
remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related
Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of repurchase would not (A) cause any
Trust REMIC to fail to qualify as a REMIC or (B) result
in the imposition of a tax upon any Trust REMIC or the issuing entity
and (iii) each applicable Rating Agency has provided a Rating
Agency Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the
following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (a) the absence from the Mortgage File
of the original signed Mortgage Note, unless the Mortgage
File contains a signed lost note affidavit and indemnity with a copy of
the Mortgage Note that appears to be regular on its face;
(b) the absence from the Mortgage File of the original signed
Mortgage that appears to be regular on its face, unless there
is included in the Mortgage File either a copy of the Mortgage with
evidence of recording thereon or a copy of the Mortgage and
a certificate from the related Mortgage Loan Seller stating that the
original signed Mortgage was sent for recordation; (c) the
absence from the Mortgage File of the item called for by clause (viii)
 of the definition of Mortgage File; (d) the
absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee
on behalf of the Trust, unless there is included in the Mortgage File
either a copy of the assignment with evidence of recording
thereon or a copy of the intervening assignment and a certificate from
the related Mortgage Loan Seller stating that the original
intervening assignments were sent for filing or recordation, as
applicable; (e) the absence from the Mortgage File of any
required letter of credit; or (f) with respect to any related
leasehold Mortgage Loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; provided, however, that no Defect (except
the Defects previously described in sub-clauses (a) through (f) of this Section 2.03(c))
 shall be considered
to materially and adversely affect the value of the related Mortgage
Loan, the value of the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with
respect to which the Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under
 the related Mortgage Loan, defending any claim
asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any
lien on any collateral securing the related Mortgage Loan or for any
immediate significant servicing obligation; provided,
further, that no Defect relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (b)
through (f) of this Section 2.03(c) shall be considered to
 materially and adversely affect the value of such Mortgage
Loan, the value of the related Mortgaged Property or the interests of
the Trustee or Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect, is unable to
produce a copy of the


 






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document
with
 respect to which the Defect exists within a reasonable period after
receiving such notice or otherwise establish that the
original or copy, as applicable, of such document has been delivered, in
 compliance with the terms of the related Non-Serviced
PSA, to the custodian under the related Non-Serviced PSA.
Notwithstanding the foregoing, the delivery of executed escrow
instructions
or a binding commitment to issue a lender’s title insurance policy, as
provided in clause (viii) of the definition
of Mortgage File herein, in lieu of the delivery of the actual policy of
 lender’s title insurance, shall not be considered
a Material Defect with respect to any Mortgage File if such actual
policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing,
to the extent a Mortgage Loan Seller has otherwise complied
with its document delivery requirements under this Agreement and the
related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.02
above of a document that is part of the Mortgage File or
a Mortgage Loan Seller can otherwise prove delivery of the document, and
 the Custodian subsequently loses a document, the fact
that such document is lost may not be utilized as the basis for a claim
of a Material Defect against a Mortgage Loan Seller pursuant
to Section 5(a) of the related Mortgage Loan Purchase Agreement
and/or this Section 2.03 and the Custodian shall be
liable for any such loss to the extent provided for in Section 8.01.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery
to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust
receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage
 File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged
communications), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be
endorsed or assigned, as the case may be to the applicable
Mortgage Loan Seller or its designee in the same manner as provided in
Section 5 of the related Mortgage Loan Purchase Agreement
and, if applicable, the definition of “Mortgage File” herein, so as to
vest in such Mortgage Loan Seller or its designee
the legal and beneficial ownership of such repurchased or substituted
Mortgage Loan (including property acquired in respect thereof
and proceeds of any insurance policy with respect thereto) and the
related Mortgage Loan documents.


 


(e)       Section 5
of each of the Mortgage Loan Purchase Agreements and the provisions of this Section 2.03
 provide the sole remedy available
to the Certificateholders (subject to the limitations on the rights of
the Certificateholders under this Agreement), or the Trustee
on behalf of the Certificateholders, the Master Servicer or the Special
Servicer, with respect to any Material Defect; provided,
however, that the foregoing shall in no way limit the ability of
the Special Servicer or the Trustee to take any action
against Ladder Capital Finance Holdings LLLP, Series REIT of Ladder
Capital Finance Holdings LLLP or Series TRS of Ladder Capital
Finance Holdings LLLP, to the extent provided for pursuant to the
related Mortgage Loan Purchase Agreement, including, without
limitation, pursuant to Section 19 thereof.


 






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(f)       The
Enforcing
 Servicer shall, for the benefit of the Certificateholders and the
Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the
 applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any,
shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the
Special Servicer with respect to the enforcement of the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage
Loan Purchase Agreement shall, to the extent not recovered
from the applicable Mortgage Loan Seller, be deemed to be Servicing
Advances to the extent not otherwise provided for herein.
The Special Servicer shall be reimbursed for the reasonable costs of
such enforcement: first, from a specific recovery,
if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section
3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof;
and third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(vii)
 herein out of general collections
on the Mortgage Loans on deposit in the Collection Account. Any costs,
expenses or attorneys’ fees related to a repurchase
of a Companion Loan shall be paid pursuant to the related Intercreditor
Agreement or pursuant to the documents related to an Other
Securitization, if applicable.


 


(g)       If
a
 Mortgage Loan Seller incurs any expense in connection with the curing
of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is
reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the
Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to
the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover
amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover
unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Master Servicer or the
Special Servicer, and unpaid or unreimbursed expenses of the
Trustee, the Certificate Administrator, the Trust, the Master Servicer
or the Special Servicer allocable to such Mortgage Loan.
The Enforcing Servicer shall use reasonable efforts to recover such
expenses for such Mortgage Loan Seller to the extent consistent
with the Servicing Standard, but taking into account the subordinate
nature of the reimbursement to the related Mortgage Loan
Seller; provided, however, that the Enforcing Servicer
determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the
Enforcing Servicer’s collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan
that would otherwise be payable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the
 Certificateholders pursuant to the terms of this Agreement;
provided, further, that the Special Servicer may waive the collection of amounts due on behalf of such Mortgage
Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section
2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying
Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable


 






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Material
Defect shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage
Loan Group for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other
Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b)
 unless such other
Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase
Criteria. In the event that the remaining Crossed Underlying
Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying
 Loan Repurchase Criteria, the applicable Mortgage Loan
Seller may elect either to repurchase or substitute for only the
affected Crossed Underlying Loan(s) as to which the related Material
Defect exists or to repurchase or substitute for all of the Crossed
Underlying Loans in the related Crossed Mortgage Loan Group.
Any reserve or other cash collateral or letters of credit securing the
Crossed Underlying Loans shall be allocated among the related
Crossed Underlying Loans in accordance with the related Mortgage Loan
documents or otherwise on a pro rata basis based
upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the
 foregoing, if the related Mortgage provides for the partial release of
one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that
Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully
comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement,
including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller
obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an
Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to
be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial
release.


 


(j)       With
respect
 to any Crossed Underlying Loan, to the extent that the applicable
Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
 while the Trustee
continues to hold any other Crossed Underlying Loans in the related
Crossed Mortgage Loan Group, the applicable Mortgage Loan
Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee
 of the Depositor, will, as set forth in the related Mortgage
Loan Purchase Agreement, forbear from enforcing any remedies against the
 other’s Primary Collateral but each will be permitted
to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against
its Primary Collateral. If the exercise of the remedies
by one party would materially impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral
securing the Crossed Underlying Loans held by such party, then both
parties have agreed in the related Mortgage Loan Purchase
Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage
Loan can be modified in a manner that complies with the related Mortgage
 Loan Purchase Agreement to remove the threat of material
impairment as a result of the exercise of remedies.


 






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(k)       (i)  In
the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
 such party
shall promptly forward that Certificateholder Repurchase Request to the
Enforcing Servicer, and the Enforcing Servicer shall promptly
forward the Certificateholder Repurchase Request to the related Mortgage
 Loan Seller and each other party to this Agreement. Subject
to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


 


(ii)       In
the
 event that the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing
Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or
 to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other
party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for
 such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”)
and
 the Enforcing Servicer shall promptly send the PSA Party Repurchase
Request to the related Mortgage Loan Seller. The Enforcing
Servicer shall act as the Enforcing Party and enforce the rights of the
Trust against the related Mortgage Loan Seller with respect
to a PSA Party Repurchase Request.


 


(iii)      In
the event the Repurchase Request is not Resolved within one hundred-eighty (180) days after the Mortgage Loan Seller receives
the Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below
shall apply. Receipt of the Repurchase Request shall be deemed to
 occur two (2) Business Days after the Repurchase Request
is sent to the related Mortgage Loan Seller. A Resolved Repurchase
Request shall not preclude the Special Servicer from exercising
any of its rights related to a Material Defect in the manner and timing
otherwise set forth in this Agreement, in the related
Mortgage Loan Purchase Agreement or as provided by law


 


(l)        (i)  After
a
 Resolution Failure occurs with respect to a Repurchase Request
regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder, a party to this
Agreement or the Directing Certificateholder), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”)
 to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting
Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to
trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by
posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action
with respect to the Repurchase Request (a “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate their agreement with or
dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course
of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day
period will not be taken into consideration, (b) a statement


 



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that
 in the event any Certificateholder disagrees with the Proposed
Course of Action, the Enforcing Servicer (either as the Enforcing Party
or as the Enforcing Servicer in circumstances where a
Certificateholder is acting as the Enforcing Party) shall be compelled
to follow the course of action agreed to and/or proposed
by the majority of the responding Certificateholders that involves
referring the matter to mediation or arbitration, as the case
may be, (c) a statement that responding Certificateholders will be
required to certify their holdings in connection with such
response, (d) a statement that only responses clearly marked “agree” or
“disagree” with such Proposed
Course of Action will be taken into consideration and (e) instructions
for responding Certificateholders to send their responses
to the Enforcing Servicer and the Certificate Administrator. The
Certificate Administrator shall, within three (3) Business
Days after the expiration of the 30-day response period, tabulate the
responses received from the Certificateholders and share
the results with the Enforcing Servicer. The Certificate Administrator
shall only count responses timely received that clearly
indicate agreement or dissent with the related Proposed Course of Action
 and additional verbiage or qualifying language shall
not be taken into consideration for purposes of determining whether the
related Certificateholder agrees or disagrees with the
Proposed Course of Action. The Certificate Administrator shall be under
no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt,
the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating
Certificateholder responses of “agree” or “disagree"
to the Proposed Course of Action, and such obligation shall not be
construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without
investigation) on the Certificate Administrator’s tabulation
of the responses of the responding Certificateholders and whether that
amount constitutes a majority. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase
Request does not involve pursuing further action to
exercise rights against the related Mortgage Loan Seller with respect to
 the Repurchase Request and the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner wishes to
exercise its right to refer the matter to mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing
Servicer’s intended course of action is to pursue further
action to exercise rights against the applicable Mortgage Loan Seller
with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate
 Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or
Certificate Owner may deliver to the Enforcing Servicer a written notice
 (a “Preliminary Dispute Resolution Election
Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its
intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder
or Certificate Owner entitled to do so delivers a Preliminary
Dispute Resolution Election Notice, and the Enforcing Servicer has also
received responses from other Certificateholders or Certificate
Owners supporting the Enforcing Servicer’s initial Proposed Course of
Action, such responses shall be considered Preliminary
Dispute Resolution Election Notices supporting the Proposed Course of
Action for purposes of determining the course of action
approved by the majority of Certificateholders.


 


(ii)       If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do
so delivers a Preliminary Dispute


 



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Resolution
 Election Notice prior to the Dispute Resolution Cut-off Date, no
Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to
 refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party entitled to determine
 a course of action, including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to
any consent or consultation rights of the Directing
Certificateholder pursuant to Section 6.08.


 


(iii)      Promptly
and
 in any event within ten (10) Business Days following receipt of a
Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other
Certificateholder or Certificate Owner (each of clauses (a)
and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may
consider the views of the Enforcing Servicer as to the
claims underlying the Repurchase Request and possible dispute resolution
 methods, such discussions to occur and be completed no
later than ten (10) Business Days following the Dispute Resolution
Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be appropriate
relating to the timing and extent of such consultations.
No later than five (5) Business Days after completion of the Dispute
Resolution Consultation, a Requesting Certificateholder may
provide a final notice to the Enforcing Servicer indicating its decision
 to exercise its right to refer the matter to either mediation
or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)      If,
following
 the Dispute Resolution Consultation, no Requesting Certificateholder
timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will
continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not
limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner
shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)       If
a
 Requesting Certificateholder timely delivers a Final Dispute Resolution
 Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must
promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting
Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall
collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting
Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting
Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within thirty (30) days after delivery of its
Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to
act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the
matter to mediation or arbitration, (ii) if the Proposed
Course of Action


 



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Notice
 indicated that the Enforcing Servicer shall take no further action with
 respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes
 under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting
Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material
change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the
Certificate Administrator’s Website, and (iii) if the Proposed Course of Action Notice had indicated a course of action
other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing Party
and, as such, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)      Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
 shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has
 commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in
the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any
applicable statute of limitations.


 


(vii)     In
the
 event a Requesting Certificateholder becomes the Enforcing Party, the
Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as
further described herein.


 


(viii)    For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)       The
Requesting
 Certificateholder is entitled to elect either mediation or arbitration
in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)         The
mediation
 shall be administered by a nationally recognized mediation services
provider selected by the related Mortgage Loan Seller
within thirty (30) days of receipt of written notice of the Enforcing
Party’s selection of mediation (such provider, the
“Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”)
promulgated by the Mediation Services Provider.


 


(ii)       The
mediator
 shall be impartial, an attorney admitted to practice in the state of
New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real
 estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by
the Mediation Services Provider. Upon being supplied a
list of at least ten (10) potential qualified mediators by the Mediation
 Services Provider each party will have the right to


 



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exercise
two
 (2) peremptory challenges within fourteen (14) days and to rank the
remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the
remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)      Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)      The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(v)       The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)      Out
of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)        The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)       The
arbitrator
 shall be impartial, an attorney admitted to practice in the State of
New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real
 estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by
the Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration
Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank
 the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the
remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


(iii)      Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)      After
consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the


 



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parties,
with
 the goal of expediting the proceeding and completing the arbitration
within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including
dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever
 other discovery may be available under the Rules, unless otherwise
agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the
arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which
they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses
asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness
depositions, provided that the arbitrator shall have the
ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause
is shown that such additional discovery is reasonable and necessary.


 


(vi)      The
arbitrator
 shall make its final determination no later than thirty (30) days after
 the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the
dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change
 those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award
punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest
from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall
determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the
arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the
arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and
counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and
non-appealable, except for actions to confirm or vacate the
determination
permitted under federal or state law, and may be enforced in any court
of competent jurisdiction.


 


(vii)     By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)    No
person may bring a putative or certificated class action to arbitration.


 


(o)       The
following provisions will apply to both mediation and third-party arbitration:


 


(i)        Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 



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(ii)       If
the
 dispute involves a matter that cannot effectively be remedied by the
payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by
the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration
proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the
Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no
jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be
stayed unless so ordered by the court.


 


(iii)      The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and
statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request,
will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or
 litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03),
 except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure
receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such
confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other
party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)      In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not
continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or
the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator,
as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant
to the terms of the arbitrator’s decision or the
agreement reached in mediation, neither the Trust nor the Enforcing
Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


 


(v)       In
the
 event a Requesting Certificateholder is the Enforcing Party, the
Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing


 



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Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)      The
Trust
 (or the Trustee or the Enforcing Servicer, acting on its behalf), the
Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in
any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree
 to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such
procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it
is required pursuant to Section 2.02(g).


 


(vii)       For
the
 avoidance of doubt, in no event shall the exercise of any right of a
Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or
arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan
(including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a
discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)    In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)       Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities pursuant to this Agreement shall be reimbursable as additional Trust Fund expenses.


 


Section
2.04    Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby
acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the
delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan
Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the
Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess
Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee
acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the
Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC;
(iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has
caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute
and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular
Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees of
such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC
(and, in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (iv)
the Trustee acknowledges


 



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that it has caused the Certificate Administrator to issue the Class Z Certificates and
has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the
Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section
2.05    Creation of the Grantor Trust. The portions of the Trust consisting of the Class Z
Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class Z Certificates shall
be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End
of Article II]


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01    The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the
Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a)  The Master Servicer and Special
Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related
Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is
obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents
and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best
interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion
Holders and the Trustee (as Holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the
subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special
Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement
(and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor
Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account
the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of
a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any
action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special
Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the
foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any
Non-Serviced Mortgage Loan) and the related Serviced Companion Loans in accordance with the higher of the following standards
of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master
Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party
portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as


 



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the case may be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage
Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of
recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion
Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and, in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and
any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related
Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature of the related
Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional
commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of
interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the
Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this
Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership
of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer,
the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable;
(iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for
its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others
of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate
debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special
Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including,
without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion
Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any
obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute
for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special
Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any
related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO
Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive
payments and


 



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make
 all calculations, and prepare, or cause to be prepared, all reports,
required hereunder with respect to the
Specially Serviced Loans, except for the reports specified herein as
prepared by the Special Servicer, as if no Servicing Transfer
Event had occurred and with respect to the REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred, and
to render such services with respect to such Specially Serviced Loans
and REO Properties as are specifically provided for herein;
provided, further, however, that the Master
Servicer shall not be liable for failure to comply with such
duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Master
Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder. The
Master Servicer, in its capacity as Master Servicer, shall not have any
responsibility for the performance by the Special Servicer,
in its capacity as Special Servicer, of its duties under this Agreement.
 The Special Servicer, in its capacity as Special Servicer,
shall not have any responsibility for the performance by the Master
Servicer, in its capacity as Master Servicer, of its duties
under this Agreement. Each Mortgage Loan or any related Serviced
Companion Loan that becomes a Specially Serviced Loan shall continue
as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section
3.19 and in accordance with the terms of this Agreement, the Master
Servicer shall be obligated to service and administer
any Non-Specially Serviced Loan or any related Serviced Companion Loan.
The Special Servicer shall make the property inspections,
use its reasonable efforts to collect the financial statements, budgets,
 operating statements and rent rolls and forward to the
Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Loans in accordance
with Section 3.12. After notification to the Master Servicer, the
 Special Servicer may contact the Mortgagor of any Non-Specially
Serviced Loan if efforts by the Master Servicer to collect required
financial information have been unsuccessful or any other
issues remain unresolved. Such contact shall be coordinated through and
with the cooperation of the Master Servicer. No provision
herein contained shall be construed as an express or implied guarantee
by the Master Servicer or the Special Servicer of the collectability
or recoverability of payments on the Mortgage Loans or any related
Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master
Servicer or the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed
for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee
is intended solely to provide liquidity for the benefit
of the Certificateholders and not as credit support or otherwise to
impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion
Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any
recovery to the Certificateholders in respect of a Mortgage
Loan at any time after a determination of present value recovery is less
 than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
 and of the
respective Mortgage Loans, any related Serviced Companion Loans and any
related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have
full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done
any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer (with respect to


 



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(x)
 Special Servicer Decisions and Major Decisions on the
Mortgage Loans and (y) the Specially Serviced Loans and REO Properties),
 in its own name (or in the name of the Trustee and, if
applicable, the related Serviced Companion Noteholder), is hereby
authorized and empowered by the Trustee to execute and deliver,
on behalf of the Certificateholders (and, with respect to a Serviced
Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and
any related Serviced Companion Loan it is obligated to
service under this Agreement: (i) any and all financing statements,
 continuation statements and other documents or instruments
necessary to maintain the lien created by the related Mortgage or other
security document in the related Mortgage File on the
related Mortgaged Property and related collateral, and shall, from time
to time, execute and/or deliver such financing statements,
continuation statements and other documents or instruments as necessary
to maintain the lien created by the related Mortgage or
other security document in the related Mortgage File on the related
Mortgaged Property and related collateral; (ii) subject
to Sections 3.08, 3.18 and 6.08, any and
all modifications, waivers, amendments or consents to,
under or with respect to any documents contained in the related Mortgage
 File; (iii) any and all instruments of satisfaction
or cancellation, pledge agreements and other documents in connection
with a defeasance, or of partial or full release or discharge,
and all other comparable instruments; and (iv) any or all
complaints or other pleadings to initiate and/or to terminate any
action, suit or proceeding on behalf of the Trust (in their
representative capacities (except as set forth below in this paragraph).
The Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced
Loans) shall provide to the Mortgagor related to such Mortgage Loans
that it is servicing any reports required to be provided
to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing
Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master
Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master
Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special
Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as
the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
 that the Trustee
shall not be held responsible or liable for any acts of the Master
Servicer or the Special Servicer, or for any negligence with
respect to, or misuse of, any such power of attorney by the Master
Servicer or the Special Servicer. Notwithstanding anything
contained herein to the contrary, the Master Servicer or the Special
Servicer, as the case may be, shall not, without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely
 under the Trustee’s name without indicating the
Master Servicer’s or the Special Servicer’s, as the case may be,
representative capacity (unless prohibited by any
requirement of the applicable jurisdiction in which any such action,
suit or proceeding is brought and if so prohibited, in the
manner required by such jurisdiction (provided that the Master
Servicer or the Special Servicer, as applicable, shall then
provide five (5) Business Days’ written notice to the Trustee of the
initiation of such action, suit or proceeding (or such
shorter time period as is reasonably required in the judgment of the
Master Servicer or the Special Servicer, as applicable, made
in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding, and shall not be required to obtain
the Trustee’s consent or indicate the Master Servicer’s or the Special
Servicer’s, as applicable,


 



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representative
capacity))
 or (ii) take any action with the intent to cause, and that
actually causes, the Trustee to be required to be registered
to do business in any state.


 


(c)       To
the
 extent the Master Servicer is permitted pursuant to the terms of the
related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its
discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings
of any Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25),
 the Master Servicer shall require the
costs of such Rating Agency Confirmation to be borne by the related
Mortgagor. To the extent the terms of the related Mortgage
Loan documents or Companion Loan documents (including any related
Intercreditor Agreement) require the Mortgagor to bear the costs
of any Rating Agency Confirmation or confirmation of any applicable
rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25),
 the Master Servicer shall not waive
the requirement that such costs and expenses be borne by the related
Mortgagor. To the extent that the terms of the related Mortgage
Loan documents or Companion Loan documents (including any related
Intercreditor Agreement) are silent as to who bears the costs
of any Rating Agency Confirmation or confirmation of any applicable
rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable
efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such
costs and expenses out of pocket other than as a Servicing Advance.


 


(d)       The
relationship of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties to
be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)        Within
sixty
 (60) days (or such shorter time period as is required by the terms of
the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and
(ii) the Closing Date, the Master Servicer shall notify
each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule,
that the Trust is the leasehold mortgagee and that the Master Servicer
or the Special Servicer shall service the related Mortgage
Loan for the benefit of the


 



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Certificateholders. The costs and expenses of any modifications to Ground Leases shall be paid by
the related Mortgagor.


 


With
respect to letters of credit delivered in accordance with subclause (B) of clause (xii)
 of the definition
of “Mortgage File”, (a) within sixty (60) days of the Closing
Date or such shorter period as is required
by the terms of such letter of credit or other applicable Mortgage Loan
documents, the related Mortgage Loan Seller shall notify
the bank issuing the letter of credit that the Master Servicer on behalf
 of the Trustee shall be the beneficiary under such letter
of credit, and (b) within sixty (60) days of the Closing Date,
 the Master Servicer shall present such letter of credit
and the related assignment documentation delivered by the Mortgage Loan
Seller in accordance with such subclause of the definition
of “Mortgage File” to the letter of credit bank issuing such letter of
credit and request that such letter of credit
bank reissue the letter of credit in the name of “Wells Fargo Bank,
National Association, as Master Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit
of registered holders of UBS Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4".
 The Master Servicer shall otherwise use reasonable
efforts to obtain such reissued letter of credit back from the issuing
letter of credit bank within sixty (60) days (and
in any event within ninety (90) days) following the Closing Date.
The related Mortgage Loan Seller shall provide such reasonable
cooperation as requested by the Master Servicer, including without
limitation by delivering such additional assignment or amendment
documents required by the issuing bank in order to reissue a letter of
credit as provided above.


 


If
a
 letter of credit is required to be drawn upon earlier than the date
that the letter of credit has been revised as contemplated
in the preceding sentence, such Mortgage Loan Seller shall cooperate
with the reasonable requests of the Master Servicer or Special
Servicer in connection with making a draw under such letter of credit.
If the Mortgage Loan documents do not require the related
Mortgagor to pay any costs and expenses relating to any modifications to
 or assignment of the related letter of credit, then the
applicable Mortgage Loan Seller shall pay such costs and expenses as and
 to the extent required under the applicable Mortgage
Loan Purchase Agreement. If the Mortgage Loan documents require the
related Mortgagor to pay any costs and expenses relating to
any modifications to the related letter of credit, and such Mortgagor
fails to pay such costs and expenses after the Master Servicer
has exercised reasonable efforts to collect such costs and expenses from
 such Mortgagor, then the Master Servicer shall give the
applicable Mortgage Loan Seller notice of such failure and the amount of
 costs and expenses, and such Mortgage Loan Seller shall
pay such costs and expenses as and to the extent required under the
applicable Mortgage Loan Purchase Agreement. The costs and
expenses of any modifications to Ground Leases shall be paid by the
related Mortgagor. Neither the Master Servicer nor the Special
Servicer shall have any liability for the failure of any Mortgage Loan
Seller to perform its obligations under the related Mortgage
Loan Purchase Agreement.


 


The
Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if
the Master Servicer sells its rights to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable
letter of credit to the Trust or (with respect to any Specially Serviced Loan) at the direction of the Special Servicer to such
party as the Special Servicer may instruct, in each case at the expense of the Master


 



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Servicer. The Master Servicer shall indemnify
the Trust for any loss caused by the ineffectiveness of such assignment.


 


(g)       Notwithstanding
anything
 herein to the contrary, in no event shall the Master Servicer (or the
Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan
has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and
 administration of each Serviced Companion Loan shall continue hereunder
 and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related
REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to
 the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)        The
Special
 Servicer agrees that upon the occurrence of a Servicing Transfer Event
with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement
 in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to
any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan
Holder(s), in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB
Subordinate Companion Loan(s) and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu
Companion Loan(s), in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan(s).


 


(j)        Notwithstanding
anything
 herein to the contrary, the parties hereto acknowledge and agree that,
to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan
shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part
of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor
Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate
agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04,
 solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or
inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or
 fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer
part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer


 



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shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if,
in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other
Securitization, then for so long as a separate servicing
agreement (pursuant to the related Intercreditor Agreement) has not been
 entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a
Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that
such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within
one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the proviso to the
preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections
 on the Mortgage Loans and REO Properties) received by
the Master Servicer, reimburse the Other Servicer for such Servicing
Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer
hereunder.


 


(k)       Notwithstanding
anything
 herein to the contrary, the parties hereto acknowledge and agree that
the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and
 the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms
of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially
 Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of
 the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA.


 


(l)        The
parties
 hereto acknowledge that each Non-Serviced Mortgage Loan is subject to
the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the
related Non-Serviced Intercreditor Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by
 the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and
(ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the Trust Fund created by the
related Non-Serviced PSA and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the
related Non-Serviced Intercreditor Agreement, the related
Non-Serviced Whole Loan shall continue to be serviced in accordance with
 the related Non-Serviced PSA, until such time as a new
servicing agreement has been agreed to by the parties to the related
Non-Serviced Intercreditor Agreement in accordance with the
provisions of such agreement and confirmation has been obtained from the
 Rating Agencies that such new servicing agreement would
not result in a downgrade, qualification or withdrawal of the
then-current ratings of any Class of Certificates then outstanding.


 


(m)      Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a


 



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Specially
 Serviced Loan, the Special Servicer) shall use reasonable efforts
consistent
with the Servicing Standard to obtain the benefits of the rights of the
Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict
between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)       [RESERVED].


 


(o)       For
the
 avoidance of doubt, none of the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced
Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing
Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and
collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each
Non-Serviced Mortgage Loan is dependent on its receipt of the
corresponding
information and/or collections from the applicable Non-Serviced Master
Servicer or Non-Serviced Special Servicer.


 


(p)       Nothing
contained
 in this Agreement shall limit the ability of the Master Servicer or the
 Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept
deposits from and otherwise generally engage in any kind
of business or dealings with any Mortgagor as though the Master Servicer
 or the Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section
3.02    Collection of Mortgage Loan Payments. (a)  The Master Servicer and the Special Servicer
shall each make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing
Standard); provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, for so long as the
related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the
Special Servicer shall be permitted to take any enforcement action with respect to the failure of the related Mortgagor to
make any payment of Excess Interest to the extent permitted under the related Mortgage Loan documents; provided, further,
that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to
apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the
Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on
a Mortgage Loan or Serviced Companion Loan three (3) times during any period of twenty-four (24) consecutive months with
respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as
applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or
Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers,
no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such
Mortgage Loan or Serviced Companion Loan. Any additional waivers during


 



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such 24-month period with respect to such Mortgage
Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may
be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of a proposed waiver to
the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special
Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within
five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed
waiver); provided, further, that after the occurrence and during the continuance of a Control
Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in
accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan that
is an Excluded Loan as to such party with respect to the foregoing waivers.


 


(b)       (i)  All
amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the
Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however,
 that absent express
provisions in the related Mortgage Loan documents (including any related
 Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage
Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related
Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole
Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall
 be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those
Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such
Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default
interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i)
of this clause third that either (A) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with


 



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related
 Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal
Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I
 Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second,
 as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of
acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of
principal to the extent of its entire remaining unpaid principal
balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to
the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, and (B) any unpaid interest (exclusive of
default interest and Excess Interest) that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance
 of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I
 Advance was made (in each case, to the extent collections
have not been allocated as recovery of such accrued and unpaid interest
pursuant to this clause fifth on earlier
dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 



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provided
that to the extent required under the REMIC Provisions, payments or
proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any
partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the
related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based
solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted
under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to
reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further,
 that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced
Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to
 the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of
the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to
application as described above.


 


(ii)       Collections
by
 or on behalf of the Trust in respect of any REO Property (exclusive of
the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO
Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the
related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of
priority:


 


first,
as a recovery of any unreimbursed Advances (including any
Workout-Delayed Reimbursement Amount) with respect to the related
Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if
applicable, unreimbursed and unpaid additional trust fund
expenses with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those
Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage
 Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second
 above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of
the excess of (i) unpaid interest (exclusive of default
interest and Excess Interest) accrued on such Mortgage Loan at the
related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over
(ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued
and unpaid interest described in subclause (i) of this clause third
 that either (A) was not advanced because
of the reductions (if any) in the amount of related P&I Advances for
 such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or (B) accrued at the related Net
Mortgage Rate on the portion of the Stated Principal Balance


 



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of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I
Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to
the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts and (B) any unpaid interest (exclusive of
default interest and Excess Interest) that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance
 of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I
 Advance was made (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest
pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
 that
with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to
the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not
 be deemed to affect the priority of distributions of
payments pursuant to the provisions of this Agreement. To the extent
that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase
of all or part of the Mortgaged Property (in the case
of Insurance and Condemnation


 



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Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the
 extent consistent with the terms of the Mortgage Loans (and, with
respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement)
and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the
Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds
were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and
otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       In
the
 event that the Master Servicer or the Special Servicer receives Excess
Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master
Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the
Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2)
Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee shall be responsible for any failure
of the related Mortgagor to pay any such Excess Interest or prepayment
penalty. The preceding statements shall not, however, be
construed to limit the provisions of Section 3.02(a).


 


(e)       In
connection
 with the Mortgage Loans or any Serviced Pari Passu Companion Loan for
which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining performance
objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or
 particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the
cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to
release are not satisfied, then the related Master Servicer
may continue to hold such escrows or letters of credit (or the proceeds
of such letters of credit) as additional collateral or
use such funds to reduce the principal balance of the related Mortgage
Loan or Serviced Pari Passu Companion Loan (to the extent
the related Mortgage Loan documents allow such action), unless holding
or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)        Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, and, with respect to the Servicing Shift Mortgage Loan,
promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with
a copy to any other applicable party set forth on the schedule of addresses to Exhibit T)
 stating that, as of such
date, the Trustee is the holder of the related Non-Serviced Mortgage
Loan and directing such Non-Serviced Master Servicer to remit
to the Master Servicer all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to the
Master Servicer all reports, statements, documents, communications and
other information that are to be forwarded, delivered or
otherwise made available to, the holder of such Non-Serviced Mortgage
Loan under the related Non-Serviced Intercreditor Agreement
and the related Non-Serviced PSA. The Master Servicer shall, within two
(2) Business Days of receipt


 



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of
 properly identified funds,
deposit into the Collection Account all amounts received with respect to
 the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 


Section
3.03    Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
(a)  The Master Servicer shall establish and maintain one or more accounts (the “Servicing
Accounts”), into which all Escrow Payments received by it shall be deposited and retained, and shall administer
such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable, the Companion Loan
documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and
the related Serviced Companion Noteholder(s) collectively, but this shall not be construed to modify the respective interests
of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may
only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in
Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts
to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a
Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and
comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances;
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors
on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion
Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of
default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage
Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted
by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to
be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the
related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be
required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing
Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)       The
Special
 Servicer, in the case of REO Loans (other than any REO Loan succeeding a
 Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and each related Serviced Companion Loan, shall
maintain accurate records with respect to each related Mortgaged
Property reflecting the status of real estate taxes, assessments
and other similar items that are or may become a lien thereon and the
status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans
(other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and each related
Serviced Companion Loan, shall use reasonable efforts consistent with
the Servicing Standard to obtain, from time to time, all
bills for the payment of such items (including renewal premiums) and
shall effect payment thereof from the REO Account or by the
Master Servicer as Servicing Advances


 



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prior
 to the applicable penalty or termination date and, in any event, prior
to the institution
of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master
Servicer at the written direction of the Special Servicer
in the case of REO Loans) as allowed under the terms of the related
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
Companion Loan. Other than with respect to any Non-Serviced Mortgage
Loan, the Master Servicer shall service and administer any
reserve accounts (including monitoring, maintaining or changing the
amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan, as
applicable, and the Servicing Standard. To the extent that a
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related
Companion Loan, as applicable, does not require a Mortgagor
to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items,
the Special Servicer, in the case of REO Loans, and the Master Servicer,
 in the case of all other such Mortgage Loans or Companion
Loan, as applicable, that it is responsible for servicing hereunder,
shall use reasonable efforts consistent with the Servicing
Standard to cause the Mortgagor to comply with its obligation to make
payments in respect of such items at the time they first
become due and, in any event, prior to the institution of foreclosure or
 similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


 


(c)       In
accordance
 with the Servicing Standard and for each Mortgage Loan (other than any
Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such
funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar
items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in
each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are
insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however,
 that with respect
to the payment of taxes and assessments, the Master Servicer shall not
be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and
(ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The
Special Servicer shall give the Master Servicer and the
Trustee no less than five (5) Business Days’ written (facsimile or
electronic) notice before the date on which the Master
Servicer is requested to make any Servicing Advance with respect to a
given Specially Serviced Loan or REO Property; provided,
however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of
Servicing Advances required to be made on an emergency or urgent basis provided, further, that the Special Servicer
shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency
basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The
Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in
which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no
obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a
Servicing Advance, the Special Servicer


 



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may
 make a Servicing Advance in its sole discretion. Within five (5)
Business Days of
making such a Servicing Advance, the Special Servicer shall deliver to
the Master Servicer request for reimbursement for such
Servicing Advance, along with all information and documentation in the
Special Servicer’s possession regarding the subject
Servicing Advance as the Master Servicer may reasonably request, and the
 Master Servicer shall be obligated, out of the Master
Servicer’s own funds, to reimburse the Special Servicer for any
unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by the Special Servicer pursuant to the terms
hereof, together with interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of
interest
shall be made within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer
of immediately available funds to an account designated in writing by
the Special Servicer. Upon the Master Servicer’s reimbursement
to the Special Servicer of any Servicing Advance and payment to the
Special Servicer of interest thereon, all in accordance with
this Section 3.03, the Master Servicer shall for all purposes of
this Agreement be deemed to have made such Servicing Advance
at the same time as the Special Servicer actually made such Servicing
Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Servicing Advance, together with interest
thereon at the Reimbursement Rate, at the same time, in the
same manner and to the same extent as the Master Servicer would
otherwise have been entitled if it had actually made such Servicing
Advance at the time the Special Servicer did. Notwithstanding the
foregoing provisions of this Section 3.03(c), the Master
Servicer shall not be required to reimburse the Special Servicer out of
its own funds for, or to make at the direction of the
Special Servicer, any Servicing Advance if the Master Servicer
determines in its reasonable judgment that such Servicing Advance,
although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing
Advance. The Master Servicer shall notify the Special Servicer in
writing of such determination and, if applicable, such Nonrecoverable
Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination; provided
that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination
Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines
any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a
Nonrecoverable Servicing Advance. The Master Servicer shall be entitled
to conclusively rely on such a determination, and such determination
shall be binding upon the Master Servicer, and shall in no
way limit the ability of the Master Servicer in the absence of such
determination to make its own determination that any Advance
is a Nonrecoverable Advance. If the Special Servicer makes a
determination that only a portion of, and not all of, any previously
made or proposed Servicing Advance is a Nonrecoverable Advance, the
Master Servicer shall have the right to make its own subsequent
determination that any remaining portion of any such previously made or
proposed Servicing Advance is a Nonrecoverable Advance.
If the Master Servicer, the Special Servicer or the Trustee determines
that a proposed Servicing Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding Servicing Advance with
respect to a Serviced Mortgage Loan previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer


 



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or
 the Trustee, as applicable, shall provide the applicable
Other Servicer written notice of such determination within two (2)
Business Days of the date of such determination. All such Advances
shall be reimbursable in the first instance from related collections
from the Mortgagors and further as provided in Section
3.05(a). No costs incurred by the Master Servicer or the Special
Servicer in effecting the payment of real estate taxes, assessments
and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to
Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans, any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans, related Serviced Companion Loan, if applicable, so
permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure
periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the
contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections)
to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or the Special Servicer, as the case may be)
has determined that a Servicing Advance with respect to
such expenditure would be a Nonrecoverable Servicing Advance (unless,
with respect to Specially Serviced Loans or REO Loans, the
Special Servicer has notified the Master Servicer to not make such
expenditure), where making such expenditure would prevent (i) the
related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of
the priority of the lien of the related Mortgage, or the loss of any
security for the related Mortgage Loan or Serviced Companion
Loan; provided that in each instance, the Master Servicer or the Special Servicer, as the case may be, determines in accordance
with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure
is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or the Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
 The
parties acknowledge that pursuant to the applicable Non-Serviced PSA,
the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for nonrecoverable servicing advances with
respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the
applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 



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(d)       In
connection
 with its recovery of any Servicing Advance out of the Collection
Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable)
pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the
Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such
purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the
 Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery
of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and
rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special
Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion
Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer
shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under
the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)       To
the
 extent an operations and maintenance plan is required to be established
 and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall
request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of
 which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations
 are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage
Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a
reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been
taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e),
 the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of
which actions or remediations are required to be or to have
been taken or completed.


 


Section
3.04    The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution
Account and the Gain-on-Sale Reserve Account. (a)  The Master Servicer shall establish and maintain, or cause
to be established and maintained, the Collection Account in which the Master Servicer shall deposit or cause to be deposited
on a daily basis and in no event later than the second (2nd) Business Day following receipt of available and
properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion
Loans), except as otherwise specifically provided herein, the following payments and collections received or made by or on
behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or
Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its


 



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respective designee and other than any amounts received from Mortgagors which are received in
connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)        all
payments
 on account of principal, including Principal Prepayments on the
Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)       all
payments
 on account of interest on the Mortgage Loans or the Serviced Companion
Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)      late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)     all
Insurance
 and Condemnation Proceeds and Liquidation Proceeds (other than
Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO
 Property (other than (A) Liquidation Proceeds that
are received in connection with the purchase by the Master Servicer, the
 Special Servicer, the Holder of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the
Mortgage Loans and any REO Properties in the Trust Fund and
that are to be deposited in the Lower-Tier REMIC Distribution Account
pursuant to Section 9.01 and (B) any proceeds
that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the
related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)      any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)      any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)    any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in the Collection Account and then
withdrawn.


 



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The
foregoing
 requirements for deposit in the Collection Account shall be exclusive,
it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension
fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or
the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in
the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding.
Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to
the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv)
 above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such
 amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such
amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO
Account and remitted to the Master Servicer for deposit into
the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer
and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only
be invested in Permitted Investments in accordance with the provisions of Section 3.06.
 As of the Closing Date, the Collection
Account for the Master Servicer shall be located at the offices of Wells
 Fargo Bank, National Association. The Master Servicer
shall give written notice to the Trustee, the Special Servicer, the
Certificate Administrator and the Depositor of the new location
of the Collection Account prior to any change thereof.


 


(b)       The
Certificate
 Administrator, on behalf of the Trustee, shall establish and maintain
(i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in
trust for the benefit of the Certificateholders (other than
Holders of the Excess Interest Certificates), (ii) the Upper-Tier
REMIC Distribution Account in trust for the benefit of
the Certificateholders (other than the Holders of the Excess Interest
Certificates) and (iii) the Excess Interest Distribution
Account in trust for the benefit of the Holders of the Excess Interest
Certificates. The Master Servicer shall deliver to the
Certificate Administrator each month on or before the P&I Advance
Date therein, for deposit (x) in the Lower-Tier REMIC
Distribution Account, that portion of the Available Funds attributable
to the Mortgage Loans (in each case, calculated without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d)
 of the definition of Available Funds) for
the related Distribution Date and (y) in the Excess Interest
Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account maintained by the Master
Servicer after giving effect to withdrawals of funds pursuant
to Section 3.05(a)(ii). For the avoidance of doubt, so long as
Wells Fargo Bank, National Association is the Certificate
Administrator, all funds held in the Distribution Account, the Interest
Reserve Account and the Excess Interest Distribution Account
shall remain uninvested.


 



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With
respect to any ARD Loans in the Trust Fund, the Certificate Administrator shall, on any Distribution Date, make withdrawals from
the Excess Interest Distribution Account to the extent required to make the distributions of Excess Interest required by Section
4.01(j) of this Agreement.


 


With
respect
 to each Companion Loan (excluding any Non-Serviced Companion Loan), the
 Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the
Collection Account, for distributions to each Companion Holder.
Funds in the Companion Distribution Account shall be held for the
benefit of the related Companion Holder. The Companion Paying
Agent shall separately track for each Serviced Companion Loan all
amounts deposited in the Companion Distribution Account with
respect to such Serviced Companion Loan.


 


On
each
 Serviced Whole Loan Remittance Date, (1) first, the Master Servicer
shall withdraw from the Collection Account (or applicable
portion thereof) an aggregate amount equal to all payments and/or
collections actually received on, and payable in respect of,
the applicable Serviced Companion Loan prior to such date and deposit
such amount in the Companion Distribution Account; provided,
however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and
remittance described in Section 4.01(k). With respect to any
Serviced Whole Loan, in the event the Master Servicer has
received written notice that an Other Servicer or Other Trustee has made
 an advance of a monthly debt service payment on a related
Serviced Pari Passu Companion Loan and the Master Servicer subsequently
receives Late Collections in respect of such advanced
payment, the Master Servicer shall remit to the applicable Other
Servicer or Other Trustee, within two (2) Business Days following
receipt of such Late Collections in properly identified funds, the
amount allocable to such Serviced Pari Passu Companion Loan
in accordance with the terms of this Agreement and the related
Intercreditor Agreement.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to
the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)        any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a)
 as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a
Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 



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(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)      any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust
Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)     any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)      any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the
Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the
date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but
not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate
 Administrator shall, upon receipt, deposit in the Lower-Tier REMIC
Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate
Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on
 each Distribution Date, the Certificate Administrator shall be deemed
to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate
amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield
Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds
on
 deposit in the Gain-on-Sale Reserve Account, the Interest Reserve
Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account, the Lower-Tier REMIC Distribution Account
shall not be invested for so long as Wells Fargo Bank, National
Association is the Certificate Administrator; provided, however,
 that such funds may be invested and, if invested,
shall be invested by, and at the risk of, the Certificate Administrator
(but only if the Certificate Administrator is not Wells
Fargo Bank, National Association) in Permitted Investments selected by
the party hereunder that maintains such account which shall
mature, unless payable on demand, not later than such time on the


 



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Distribution
 Date which will allow the Certificate Administrator
to make withdrawals from the Distribution Account, and any such
Permitted Investment shall not be sold or disposed of prior to
its maturity unless payable on demand. All such Permitted Investments to
 be administered by the Certificate Administrator, shall
be made in the name of “Wells Fargo Bank, National Association, as
Certificate Administrator, for the benefit of Wilmington
Trust, National Association, as Trustee for the Holders of the UBS
Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4 as their interests may appear”, or in the
name of any successor trustee, as Trustee for the
Holders of the UBS Commercial Mortgage Trust 2017-C4, Commercial
Mortgage Pass-Through Certificates, Series 2017-C4 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master
 Servicer or the Special Servicer shall be liable for
any loss incurred on such Permitted Investments.


 


An
amount
 equal to all income and gain realized from any such investment shall be
 paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from
time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate
Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the
Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or
 transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred
thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any
provision herein to the contrary notwithstanding.


 


On
the
 Closing Date, the Depositor shall deposit $275,000 with the Certificate
 Administrator, to be credited to the Legal Fee Reserve
Account. Funds held in the Legal Fee Reserve Account shall remain
uninvested. Annually, on or about April 1st beginning
2018, upon receipt by the Certificate Administrator from the Depositor
of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and
solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to
cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “UBS 2017-C4 - Legal Fee
Reserve Account”. The Legal Fee Reserve Account
will not be a part of the Trust Fund or any Trust REMIC. The Depositor
will be the beneficial owner of the Legal Fee Reserve Account
for all federal income tax purposes, and shall be taxable on all income
earned therefrom.


 


Upon
the
 depletion of the Legal Fee Reserve Account, or if there are
insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any
additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate
 Administrator shall have no responsibility for verifying the accuracy,
reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator
shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by
the Depositor.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC


 






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Distribution
 Account shall be located at the offices of the Certificate
Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer, and
 the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the
Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account, and, if established and the Gain-on-Sale Reserve Account prior
to any change thereof.


 


For
the
 avoidance of doubt, the Collection Account (other than (i) any
portion holding Excess Interest and (ii) the Companion
Distribution Account, if it is a sub-account of the Collection Account),
 the Lower-Tier REMIC Distribution Account, the Gain-on-Sale
Reserve Account, any Servicing Account, the REO Account and the Interest
 Reserve Account (including interest, if any, earned on
the investment of funds in such accounts) will be owned by the
Lower-Tier REMIC; the Excess Interest Distribution Account (and
any portion of the Collection Account holding Excess Interest)
(including interest, if any, earned on the investment of funds
in such account) will be owned by the Grantor Trust for the benefit of
the Holders of the Excess Interest Certificates; the Companion
Distribution Account (including interest, if any, earned on the
investment of funds in such account) will be owned by the Companion
Holders; and the Upper-Tier REMIC Distribution Account (including
interest, if any, earned on the investment of funds such account)
will be owned by the Upper-Tier REMIC, each for federal income tax
purposes.


 


(c)       Prior
to
 any Determination Date for the first Collection Period during which
Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d),
 the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the
Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Excess
Interest Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a
subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate
Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received by the Master
Servicer prior to the Determination Date for the applicable
Collection Period.


 


(d)       Following
the
 distribution of the applicable portions of Excess Interest to Holders
of the Excess Interest Certificates on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding
which pursuant to their terms could pay Excess Interest, the
Certificate Administrator shall terminate the Excess Interest
Distribution Account.


 


(e)       The
Certificate
 Administrator shall establish (upon notice from the Special Servicer of
 an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit
of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an
Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the
Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such


 



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disposition
that
 is allocable to any related Companion Loan in accordance with the terms
 of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion
Distribution Account.


 


(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)       [RESERVED].


 


(h)       [RESERVED].


 


(i)        If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of
the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of
Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, within two (2)
Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all
Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund
through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any
amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the
 Trust to such Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section
3.05    Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion
Distribution Account. (a)  The Master Servicer may, from time to time, make withdrawals from the Collection
Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account) for any of the
following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)        (A)  no
later
 than 4:00 p.m., New York City time, on each P&I Advance Date,
to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest
Distribution Account the amounts required to be remitted
by the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
 to remit
to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect
to the Companion Loans;


 



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(ii)       (A)  to
pay
 itself (or, with respect to any Transferable Servicing Interest, to pay
 Wells Fargo Bank, National Association if Wells Fargo
Bank, National Association is no longer the Master Servicer, any such
interest pursuant to Section 3.11(a)) unpaid Servicing
Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master
Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected
Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to
Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation
Proceeds and collections in respect of the related Specially Serviced Loan (provided
 that, in the case of such payment
relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
 from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan(s), in accordance with their
 respective outstanding principal balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the
Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis) and then
out of general collections on the Mortgage Loans and REO Properties,
 (C) to pay the Operating Advisor (or the Master
Servicer, if applicable) any unpaid Operating Advisor Fees or Operating
Advisor Consulting Fees in respect of each Mortgage Loan,
Specially Serviced Loan or REO Loan (other than any related Companion
Loan), as applicable, the Operating Advisor’s right
to payment of the Operating Advisor Fee or Operating Advisor Consulting
Fee pursuant to this clause (ii)(C) with respect
to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than
any related Companion Loan), as applicable, being limited
to amounts received on or in respect of such Mortgage Loan (whether in
the form of payments, P&I Advances (solely with respect
to the Operating Advisor Fee), Liquidation Proceeds or Insurance and
Condemnation Proceeds), such REO Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation
Proceeds), that are allocable as recovery of interest thereon,
and (D) to pay the Asset Representations Reviewer, any unpaid Asset
 Representations Reviewer Fee and (subject to Section
12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as
a result of an Affirmative Asset Review Vote;


 


(iii)      to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances


 



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were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account; provided, further,
 that if such P&I Advance
with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for
such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties
 on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent
provided in clause (v) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(iv)      to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related
payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s)
in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis (provided
 that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans),
prior to reimbursement from other funds unrelated to such
Serviced Whole Loan on deposit in the Collection Account related to any
Mortgage Loan); provided, however, that
if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then the maker of such Servicing Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for
such Servicing Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties
 on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent
provided in clause (v) below; provided,
further, that if such Advance


 



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becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation
 Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan,
only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
 out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts
 being reimbursed pursuant to (1) above; (provided
that, in the case of such reimbursement of a Nonrecoverable
Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan(s) in accordance with their respective outstanding principal
balances, or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and
any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis and provided, further,
that, in the case of such reimbursement with respect to Nonrecoverable
Servicing Advances relating to a Serviced Whole Loan, such
reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further,
 that
with respect to a Serviced Mortgage Loan, reimbursement of
Nonrecoverable P&I Advances from funds collected from the related
Serviced Whole Loan shall be made only from amounts collected with
respect to such Serviced Mortgage Loan (and not from any amounts
collected with respect to the related Serviced Companion Loan), in
accordance with the terms of the related Intercreditor Agreement
(provided that, with respect to any Serviced Companion Loan, the
foregoing with respect to Nonrecoverable Servicing Advances
and Nonrecoverable P&I Advances shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant
to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and
AB Subordinate Companion Loan), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in the
Collection Account related to any Mortgage Loan) or (3) to pay
itself, with respect to any Mortgage Loan, any related Companion
Loan, if applicable, or REO Property any related earned Servicing Fee
that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into
the Collection Account of all amounts received in connection therewith;


 


(vi)     at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect


 



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of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest
accrued and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing
Advances (including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject
to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds
actually distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and AB Subordinate Companion Loans);


 


(vii)     to
reimburse
 itself, the Special Servicer or the Trustee, as the case may be, for
any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a
repurchase or substitution obligation of a Mortgage Loan Seller
or any other obligation of such Mortgage Loan Seller under
Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the
enforcement of the repurchase or substitution obligation or any
other obligation of such Mortgage Loan Seller, each such Person’s right
to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)    in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of a Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in the case of such reimbursement out of Liquidation Proceeds, and Insurance and
Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their
respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan and then, from the related


 



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Serviced AB Mortgage Loan and any Serviced Pari Passu Companion
Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu
Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections with
respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in the case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective outstanding principal balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then,
from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu
basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loan;


 


(x)        to
pay itself, as additional servicing compensation in accordance with Section 3.11(a),
 (a) (1) interest and investment
income earned in respect of amounts relating to the Trust Fund held in
the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net
 Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including
 the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty
Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially
Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and
payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not
needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c),
 Penalty
Charges collected on Specially Serviced Loans (but only to the extent
collected from the related Mortgagor and to the extent that
all amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and such Penalty Charges are
not needed to pay interest on Advances or costs and expenses incurred by
 the Trust (other than


 



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Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)       to
recoup any amounts deposited in the Collection Account in error;


 


(xii)      to
pay
 itself, the Special Servicer, the Depositor, the Operating Advisor, the
 Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
 relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to
the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the related
Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to
the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each
case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)     to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection
with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the
rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis (provided
 that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loan(s)), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


 



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(xiv)    to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)     to
reimburse
 the Certificate Administrator out of general collections on the
Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)    to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect
 to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related
Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance
with Section 2.03(b);


 


(xvii)   to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)  to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)     to
remit
 to the Companion Paying Agent for deposit into the Companion
Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)      [RESERVED];


 


(xxi)     to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)    to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master
 Servicer shall also be entitled to make withdrawals from time to time,
from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the
applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the
applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced
 Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 



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The
Master
 Servicer shall keep and maintain separate accounting records, on a
loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection
Account.


 


The
Master
 Servicer shall pay to the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer from the Collection Account amounts permitted
to be paid to it therefrom monthly upon receipt of a certificate
of a Servicing Officer of the Special Servicer, or an officer of the
Operating Advisor or the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator
describing the item and amount to which the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the
 Asset Representations Reviewer is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no
 duty to re-calculate the amounts stated therein. The
Special Servicer shall keep and maintain separate accounting for each
Specially Serviced Loan and REO Loan, on a loan-by-loan
and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Collection Account. Notwithstanding
the above, no written certificate is required for a payment of Special
Servicing Fees and/or Workout Fees arising from collections
other than the initial collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in
this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations
Reviewer out of general collections that do not specifically relate to a
 Serviced Whole Loan may be reimbursable from amounts
that would otherwise be payable to the related Companion Loan, as
applicable.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)        to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)      to
pay
 the Certificate Administrator and the Trustee, the Certificate
Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)      to
pay
 for the cost (without duplication) of the Opinions of Counsel sought by
 (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the


 



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definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02
 to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as
contemplated
by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section
13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which
amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to
Section 13.01(g);


 


(v)       to
pay
 any and all federal, state and local taxes imposed on the Lower-Tier
REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to
the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is
liable therefor pursuant to Section 10.01(g);


 


(vi)      to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)     to
pay
 to the Master Servicer any amounts deposited by the Master Servicer in
the Distribution Accounts not required to be deposited
therein; and


 


(viii)    to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)        to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect
of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable;
and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       [RESERVED].


 


(f)        Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and
the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section
3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the amounts due


 



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to the Certificate Administrator
listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to
the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating
Advisor Fees payable under Section 3.05(a)(ii) and in the event
that amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full
 amount of such Certificate Administrator Fee, the Certificate
Administrator shall be paid based on the amount of such fees and
(ii) if amounts on deposit in the Collection Account are
not sufficient to reimburse the full amount of Advances and interest
thereon listed in Sections 3.05(a)(ii), (a)(iii),
(a)(iv), (a)(v), and (a)(vi) then reimbursements shall be paid first to the Certificate Administrator
and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then
to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided
that (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the
occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator
shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final
Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve
Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)        to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a)
 of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such
Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)      to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)      following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clauses (i)-(iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan


 



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Seller that was used pursuant to clauses (i)-(iii)
 to offset any portion of Realized Losses that are
attributable to such Mortgage Loan or related REO Property, as the case
may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such
contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii)
 of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall
 be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss
of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)        The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section
3.06    Investment of Funds in the Collection Account and the REO Account.
 (a)  The Master Servicer may
direct any depository institution maintaining the Collection Account,
the Companion Distribution Account, or any Servicing Account
(for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository
institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06,
 an "Investment
Account”) to invest or if it is such depository institution, may itself
invest, the funds held therein, only in one or more
Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the
Business Day immediately preceding the next succeeding date on which
funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution
maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from
such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such
Permitted Investments shall be held to maturity, unless
payable on demand. Any funds held in an Investment Account shall be held
 in the name of the Master Servicer or the Special Servicer,
as the case may be, on behalf of the Trustee (in its capacity as such)
for the benefit of the Certificateholders. The Master Servicer
(in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account, the
Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) on behalf of the Trustee, shall maintain
 continuous physical possession of any Permitted Investment
of amounts in the Collection Account, the Companion Distribution
Account, the Servicing Accounts, the Loss of Value Reserve Fund
or the REO Account, as applicable, that is either (i) a
“certificated security,” as such term is defined in the
UCC (such that the Trustee shall have control pursuant to
Section 8-106 of the UCC) or (ii) other property in which
a secured party may perfect its security interest by physical possession
 under the UCC or any other applicable law. In the case
of any Permitted Investment held in the form of a “security entitlement”
 (within the meaning of Section 8-102(a)(17)
of the UCC), the Master Servicer or the Special Servicer, as the case
may be, shall take or cause to be taken such action as the
Trustee deems reasonably necessary to cause the Trustee to have control
over such security entitlement. In the event amounts on
deposit


 



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in
 an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in
the case of the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master
Servicer) or the Special Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) shall:


 


(i)        consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)       Interest
and
 investment income realized on funds deposited in the Collection
Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the
Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the
Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be
subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the
 case may be. Interest and investment income realized
on funds deposited in the REO Account, the Loss of Value Reserve Fund or
 any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding
P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in
accordance with Section 3.14(c). In the event that any
loss shall be incurred in respect of any Permitted Investment (as to
which the Master Servicer or Special Servicer, as the case
may be, would have been entitled to any Net Investment Earnings
hereunder) directed to be made by the Master Servicer or the Special
Servicer, as the case may be, and on deposit in any of the Collection
Account, the Companion Distribution Account, the Servicing
Account, Loss of Value Reserve Fund or the REO Account, the Master
Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the
Master Servicer), the Special Servicer (in the case of
the REO Account, the Loss of Value Reserve Fund or any Servicing Account
 maintained by or for the Special Servicer) shall deposit
therein, no later than the P&I Advance Date, without right of
reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date
related to the current Distribution Date; provided that neither
the Master Servicer nor the Special Servicer shall be required
to deposit any loss on an investment of funds in an Investment Account
if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set
 forth in the definition of Eligible Account at the time
such investment was made (and, with respect to the Master Servicer, such
 federal or state chartered depository


 



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institution
 or
trust company is not an Affiliate of the Master Servicer unless such
depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the
time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(c)       Except
as
 otherwise expressly provided in this Agreement, if any default occurs
in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any
Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to more than 50% of the
Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate proceedings.


 


Section
3.07    Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The
 Master
Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan)
shall use its efforts consistent with the Servicing Standard to cause
the Mortgagor to maintain (other than with respect to a
Non-Serviced Mortgage Loan), and the Special Servicer (with respect to
REO Properties other than any Non-Serviced Mortgaged Properties)
shall maintain, to the extent required by the terms of the related
Mortgage Loan documents, all insurance coverage as is required
under the related Mortgage Loan documents except to the extent that the
failure of the related Mortgagor to do so is an Acceptable
Insurance Default (and except as provided in the next sentence with
respect to the Master Servicer or the Special Servicer, as
the case may be). If the Mortgagor does not so maintain such insurance
coverage, subject to its recoverability determination with
respect to any required Servicing Advance, the Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special
Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required
 under the related Mortgage, but only in the event the
Trustee has an insurable interest therein and such insurance is
available to the Master Servicer or the Special Servicer, as applicable,
and, if available, can be obtained at commercially reasonable rates. Any
 determination that such insurance coverage is not available
or not available at commercially reasonable rates shall be made with the
 consent of the Directing Certificateholder (prior to
the occurrence and continuance of any Control Termination Event and
other than with respect to any Excluded Loan as to the Directing
Certificateholder) (or, with respect to any Serviced AB Whole Loan, if
the Directing Certificateholder’s consent is required
and prior to the occurrence and continuance of a related AB Control
Appraisal Period, with the consent of the Serviced AB Whole
Loan Controlling Holder) and, after consultation by the Special Servicer
 with the Risk Retention Consultation Party pursuant to
Section 6.08(a) (in the case of the Directing Certificateholder
and Risk Retention Consultation Party, other than
with respect to any Excluded Loan as to such party). Such determination
shall be made by the Master Servicer (with respect to
the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any
related Serviced Companion Loan) or the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged
Property) except to the extent that the failure of the related
Mortgagor to do so is an Acceptable Insurance Default as determined by
the Master Servicer (with respect to a Non-Specially Serviced
Loan) or the Special Servicer (with respect to a Specially Serviced
Loan); provided, however, that if any Mortgage
permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the
Master Servicer or, with


 



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respect
 to REO Property, the Special Servicer, as applicable, shall impose or
maintain, as applicable,
such insurance requirements as are consistent with the Servicing
Standard taking into account the insurance in place at the closing
of the Mortgage Loan, provided that, with respect to the
immediately preceding proviso, the Master Servicer shall be obligated
to use efforts consistent with the Servicing Standard to cause the
Mortgagor to maintain (or to itself maintain) insurance against
property damage resulting from terrorist or similar acts unless the
Mortgagor’s failure is an Acceptable Insurance Default
(as determined by the Master Servicer (with respect to a Non-Specially
Serviced Loan) or the Special Servicer (with respect to
a Specially Serviced Loan) with the consent of the Directing
Certificateholder (unless a Control Termination Event has occurred)
and after consultation by the Special Servicer with the Risk Retention
Consultation Party pursuant to Section 6.08(a) (in
each case, other than with respect to any Excluded Loan as to such
party)) and only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer
or the Special Servicer, as the case may be, and, if available,
can be obtained at commercially reasonable rates. The Master Servicer
and the Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining
whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance
 being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer
shall maintain for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines with the consent of the Directing
 Certificateholder (prior to the occurrence and continuance
of a Control Termination Event) and after consultation by the Special
Servicer with the Risk Retention Consultation Party pursuant
to Section 6.08(a) (in each case other than with respect to a
Mortgage Loan that is an Excluded Loan as to such party)
that such insurance is not available at commercially reasonable rates or
 that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely
 on the Special Servicer’s determination. All Insurance
Policies maintained by the Master Servicer or the Special Servicer shall
 (i) contain a “standard” mortgagee clause,
with loss payable to the Master Servicer on behalf of the Trustee (in
the case of insurance maintained in respect of Mortgage
Loans (other than any Non-Serviced Mortgage Loan), including any related
 Serviced Companion Loan, other than REO Properties) or
to the Special Servicer on behalf of the Trustee (in the case of
insurance maintained in respect of REO Properties), (ii) be
in the name of the Trustee (in the case of insurance maintained in
respect of REO Properties), (iii) include coverage in
an amount not less than the lesser of (x) the full replacement cost
 of the improvements securing Mortgaged Property or the
REO Property, as applicable, and (y) the outstanding principal
balance owing on the related Mortgage Loan (including any
related Serviced Companion Loan) or REO Loan, as applicable, and in any
event, the amount necessary to avoid the operation of
any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan
documents), (v) be noncancelable without thirty (30) days
prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled
without ten (10) days’ prior notice) and (vi) subject to the first
proviso in the second sentence of this Section
3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected
by the Master Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration
or repair of the related Mortgaged Property or REO Property or


 



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amounts
 to be released to the related Mortgagor, in each case in
accordance with the Servicing Standard and the provisions of the related
 Mortgage Loan documents) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.05(a). Any
costs incurred by the Master Servicer in maintaining any
such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties
and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
 defaults on its obligation to do so, shall be advanced
by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance
would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the
related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to
the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms
of such Mortgage Loan or Serviced Companion Loan so permit. Any cost
incurred by the Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of
 the Trust payable out of the related REO Account pursuant
to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a
Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single
“Mortgage Loan”. Notwithstanding any provision to
the contrary, the Master Servicer will not be required to maintain, and
will not be in default for failing to obtain, any earthquake
or environmental insurance on any Mortgaged Property unless such
insurance was required at the time of origination of the related
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently
 available at commercially reasonable rates.


 


Notwithstanding
the
 foregoing, with respect to the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk”
property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally
requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan
(including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the Master
 Servicer shall, consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the
insurance policies for the related Mortgaged Property contain
Additional Exclusions; provided that the Master Servicer shall be
 entitled to conclusively rely upon certificates of insurance
in determining whether such policies contain Additional Exclusions,
(B) request the Mortgagor to either purchase insurance
against the risks specified in the Additional Exclusions or provide an
explanation as to its reasons for failing to purchase such
insurance and (C) if the related Mortgage Loan is a Specially
Serviced Loan, notify the Special Servicer if it has knowledge
that any insurance policy contains Additional Exclusions or if it has
knowledge (such knowledge to be based upon the Master Servicer’s
compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor under a Specially Serviced
Loan fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B)
 above.
If the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced
Loan) determines in accordance with the Servicing Standard that such
failure is not an Acceptable Insurance Default, the Special
Servicer (with regard to such determination made by the Special
Servicer) shall notify the Master Servicer and the Master Servicer
shall use efforts


 



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consistent
 with the Servicing Standard to cause such insurance to be maintained.
The Master Servicer and the
Special Servicer (at the expense of the Trust) shall be entitled to rely
 on insurance consultants in making such determinations.
The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of the Master Servicer) in determining
whether Additional Exclusions exist. Furthermore, the Master Servicer or
 the Special Servicer, as applicable, shall promptly deliver
such conclusions in writing to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website for
those Mortgage Loans that (i) have one of the ten (10) highest
outstanding Stated Principal Balances of all of the Mortgage
Loans then included in the Trust or (ii) comprise more than 5% of
the outstanding Stated Principal Balance of the Mortgage
Loans then included in the Trust. During the period that the Master
Servicer or the Special Servicer is evaluating the availability
of such insurance or waiting for a response from the Directing
Certificateholder or (solely with respect to Specially Serviced
Loans) upon the request of the Risk Retention Consultation Party,
consulting (on a non-binding basis) with the Risk Retention
Consultation Party pursuant to Section 6.08(a), neither the Master Servicer nor the Special Servicer will be liable for
any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not
be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or
cause such insurance to be maintained.


 


(b)       (i)  If
the
 Master Servicer or the Special Servicer shall obtain and maintain a
blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including
any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the
extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or
the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the
 Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO
Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have
been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from
 its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such
deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as
administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and
present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in
accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain,
earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 



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(ii)       If
the
 Master Servicer or the Special Servicer shall cause any Mortgaged
Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer
naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance
Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall
conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged
Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO
Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to
such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy
whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Servicing Advance.
Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special
Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy
otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been
covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise
payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such
deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion
Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing
Standard.


 


(c)       The
Master
 Servicer and the Special Servicer shall each obtain and maintain at its
 own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and
omissions insurance policy with a Qualified Insurer covering
losses that may be sustained as a result of an officer’s or employee’s
misappropriation of funds or errors or omissions.
Such amount of coverage shall be in such form and amount as are
consistent with the Servicing Standard. Coverage of the Master
Servicer or the Special Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer or the Special Servicer
and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer will promptly report in
writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective
errors and omissions insurance policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or
certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)       At
the
 time the Master Servicer determines in accordance with the Servicing
Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard
area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing
Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced
Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself
maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in


 



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accordance
 with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in
respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced
Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing
Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan (and any related Serviced Companion Loan,
if applicable), and (ii) the maximum amount of insurance which is
available under the National Flood Insurance Act of 1968,
as amended, plus such additional excess flood coverage with respect to
the Mortgaged Property, if any, in an amount consistent
with the Servicing Standard. If the cost of any insurance described
above is not borne by the Mortgagor, the Master Servicer shall
promptly make a Servicing Advance for such costs.


 


(e)       During
all
 such times as any REO Property (other than with respect to a
Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to
 be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with the
consent of the Directing Certificateholder (prior to the occurrence
and continuance of a Control Termination Event) and in consultation with
 the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to any
Mortgage Loan that is an Excluded Loan as to such party and any
Serviced AB Whole Loan prior to the occurrence and during the
continuance of a Control Appraisal Period)) in accordance with the
Servicing Standard), a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of
insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with
 respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. The cost of any such flood
insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)        Notwithstanding
the
 foregoing, so long as the long-term debt obligations or the deposit
account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its
immediate or remote parent), as applicable, is rated at least
“A3” by Moody’s (if rated by Moody’s) or “A-” by Fitch (if rated by
Fitch), the Master Servicer
(or its public parent) or the Special Servicer (or its public parent),
as applicable, shall be allowed to provide self-insurance
with respect to any of its obligations under this Section 3.07.


 


(g)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08    Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a
“due-on-sale” clause, which by its terms:


 



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(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that
 such Mortgage Loan and any related Companion Loan may not be assumed
without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan as to which such matter is a Master Servicer Decision pursuant to clause (xiii)
of the definition thereof) or the Special Servicer (with respect to
any Specially Serviced Loan or any Non-Specially Serviced
Loan as to which such matter is a Major Decision or Special Servicer
Decision), on behalf of the Trustee as the mortgagee of record,
shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to any sale or
transfer, consistent with the Servicing Standard or (b) waive
any right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to
clause (xiii) of the definition thereof, (A) if such
Mortgage Loan is not an Excluded Loan with respect to the Directing
Certificateholder, no Control Termination Event shall have occurred and
be continuing and the matter involves a Major Decision,
the consent (or deemed consent) of the Directing Certificateholder shall
 have been obtained by the Special Servicer to the extent
required by, and pursuant to the process described under, Section 6.08(a),
 (B) if such Mortgage Loan is not an Excluded
Loan with respect to the Directing Certificateholder, a Control
Termination Event shall have occurred and be continuing and no
Consultation Termination Event shall have occurred and be continuing,
the Special Servicer shall have consulted with the Directing
Certificateholder if and to the extent required pursuant to Section 6.08(a)
 and (C) if such Mortgage Loan is not an Excluded
Loan with respect to the Risk Retention Consultation Party and (x) such
Mortgage Loan is a Specially Serviced Loan or (y) a Consultation
Termination Event shall have occurred and be continuing, the Special
Servicer shall have consulted with the Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a) (provided that in the case of clause (A),
clause (B) and clause (C) such consent shall be
deemed given or such consultation shall be deemed to have occurred,
as applicable, if a response to the request for consent or consultation,
 as the case may be, is not provided within ten (10) Business
Days after receipt of the Special Servicer’s written recommendation and
analysis and all information reasonably requested
by the Directing Certificateholder or the Risk Retention Consultation
Party, as applicable, and reasonably available to such Special
Servicer in order to grant or withhold such consent or conduct such
consultation), and (ii) with respect to any Mortgage
Loan (x) with a Stated Principal Balance greater than or equal to
$20,000,000, (y) with a Stated Principal Balance greater
than or equal to 5% of the aggregated Stated Principal Balance of the
Mortgage Loans then outstanding or (z) together with
all other Mortgage Loans with which it is cross-collateralized or
cross-defaulted or together with all other Mortgage Loans with
the same Mortgagor (or an Affiliate thereof), that is one of the ten
(10) largest Mortgage Loans outstanding (by Stated Principal
Balance), the Master Servicer or the Special Servicer, as the case may
be, prior to consenting to any action, shall obtain, a
Rating Agency Confirmation from each Rating Agency and a confirmation of
 any applicable rating agency that such action will not
result in the downgrade, withdrawal or


 



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qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided, however,
that with respect to sub-clauses (y) and (z) of this sub-clause (ii),
 such Mortgage Loan shall
also have a Stated Principal Balance of at least $10,000,000 for such
Rating Agency Confirmation requirement to apply. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class (regardless of whether a
Control Termination Event has occurred and is continuing), the
Special Servicer shall consult with the Operating Advisor, on a
non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With
respect
 to any “due-on-sale” matter described above that is a Major Decision
related to any Mortgage Loan that is
not an Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of the majority of the RR Interest, upon
request of the Risk Retention Consultation Party, the Special Servicer
shall consult on a non-binding basis with the Risk Retention
Consultation Party with respect to (i) prior to the occurrence and
continuance of a Consultation Termination Event, Specially
Serviced Loans; and (ii) following the occurrence and during the
continuance of a Consultation Termination Event, all Mortgage
Loans, within the same time period as it would obtain the consent of, or
 consult with, the Directing Certificateholder with respect
to the above described “due-on-sale” matters.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer
that is processing the related action, as the case may be, shall (if not already provided in accordance with Section 3.25
of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan
Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If
any
 Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related
Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without
 the consent of the mortgagee, provided that certain conditions
contained in the related Mortgage Loan documents are satisfied where no
mortgagee discretion is necessary in order to determine
if such conditions are satisfied, then for so long as such Mortgage Loan
 or related Serviced Companion Loan is being serviced
under this Agreement, the Master Servicer (with respect to all
Non-Specially Serviced Loans) and the Special Servicer (with respect
to all Specially Serviced Loans), on behalf of the Trustee as the
mortgagee of record, shall determine in accordance with the
Servicing Standard whether such conditions have been satisfied.


 


(b)       As
to
 each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 



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(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)          requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master
Servicer (with respect to any Non-Specially Serviced Loan and as to which such matter is a Master Servicer Decision pursuant
to clause (xiii) or clause (xv) of the definition thereof) or the Special Servicer (with respect to any
Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision or Special Servicer
Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to
such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its
right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii)
or clause (xv) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan with respect to the
Directing Certificateholder, no Control Termination Event shall have occurred and be continuing and the matter involves a
Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special
Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (B) if such
Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination Event shall have
occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer
shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)
and (C) if such Mortgage Loan is not an Excluded Loan with respect to the Risk Retention Consultation Party and (x) such
Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the
Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section
6.08(a) (provided that in the case of clause (A), clause (B) and clause (C) such
consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the
request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of
the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special Servicer
in order to grant or withhold such consent or conduct such consultation), and (ii) such Master Servicer or such Special
Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal
balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has
an LTV Ratio greater than 85%


 






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(including
 any
existing and proposed debt) or (C) has a debt service coverage
ratio less than 1.20x (in each case, determined based upon
the aggregate of the Stated Principal Balance of the Mortgage Loan and
related Companion Loan, if any, and the principal amount
of the proposed additional lien) or (D) is one of the ten largest
Mortgage Loans (by Stated Principal Balance) or (E) has
a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A),
(B), (C) and (D) of this sub-clause (ii),
 such Mortgage Loan shall also have a Stated Principal
Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply. Notwithstanding anything herein to the
contrary, with respect to any Excluded Loan with respect to the
Directing Certificateholder (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall
consult with the Operating Advisor, on a non-binding basis,
in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by
the Operating Advisor, in respect thereof, in accordance with the
procedures set forth in Section 6.08 for consulting with
the Operating Advisor.


 


With
respect
 to any “due-on-encumbrance” matter described above that is a Major
Decision related to any Mortgage Loan that
is not an Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of the RR Interest, upon request of
the Risk Retention Consultation Party, the Special Servicer shall
consult on a non-binding basis with the Risk Retention Consultation
Party with respect to (i) prior to the occurrence and continuance of a
Consultation Termination Event, Specially Serviced Loans;
and (ii) following the occurrence and during the continuance of a
Consultation Termination Event, all Mortgage Loans, within the
same time period as it would obtain the consent of, or consult with, the
 Directing Certificateholder with respect to the above
described “due-on-encumbrance” matters.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


To
the
 extent permitted by the related Mortgage Loan documents, the Rating
Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use
reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance
such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee, provided that certain
conditions contained in the related Mortgage Loan documents
are satisfied where no mortgagee discretion is necessary in order to
determine if such conditions are satisfied, then for so long
as such Mortgage Loan or related Companion Loan is being serviced under
this Agreement, the Master Servicer (with respect to all
Non-Specially Serviced


 






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Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a
consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a
Mortgage Loan that is a Non-Specially Serviced Loan and other than any transfers provided for in clause (xiii) of
the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which
waiver constitutes a Master Servicer Decision pursuant to clause (xiii) of the definition thereof, the Master
Servicer shall promptly forward such request to the Special Servicer and the Special Servicer shall process such request
(including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master
Servicer will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The Master
Servicer shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any additional
information in the Master Servicer’s possession requested by the Special Servicer relating to such consent or waiver
with respect to a “due-on-sale” or “due-on-encumbrance” clause. The Master Servicer shall not be
permitted to process any request relating to such consent or waiver with respect to a “due-on-sale” or
“due-on-encumbrance” clause (other than any transfers or assumptions provided for in clause (xiii)
of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause
which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) and
shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any
such request.


 


(c)          Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s
right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the
related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor
the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The
Master Servicer and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect
to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects
pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each
Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section
3.25) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution
agreement executed pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such
agreement.


 


(e)          [RESERVED].


 


(f)          For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or


 






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“due-on-encumbrance”
clause other than in compliance with the provisions of Section 3.08(a) through (d) hereof. In the case of
the Special Servicer, no such waiver or consent shall be made without (x) (i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the
Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained if and
to the extent required by, and pursuant to the process described under Section 6.08(a), (y) (i) after the
occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation
Termination Event, after having consulted with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a) or (z) with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the consent of the AB Whole Loan Controlling Holder.


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) that the applicable
 conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or
encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject
to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a)  Upon
 an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with
mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as
applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section
3.24, subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s respective rights
pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the
beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property
securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and
continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of
 delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is
subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause,
the Master Servicer or the Special Servicer shall not be
required to make a Servicing Advance and expend funds toward the
restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will
increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to the Master
Servicer or the Special Servicer, as applicable, for such Servicing
Advance, and the Master Servicer or the Special Servicer has not
determined that such Servicing Advance together with accrued
and unpaid interest thereon would constitute a Nonrecoverable Advance.
The costs and expenses


 






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incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided
that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained
in this Section 3.09 shall be construed so as to require the
Master Servicer or the Special Servicer, on behalf of the
Trust, to make an offer on any Mortgaged Property at a foreclosure sale
or similar proceeding that is in excess of the fair market
value of such property, as determined by the Master Servicer or the
Special Servicer in its reasonable judgment taking into account
the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence,
all such offers to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master
Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise,
the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to
such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing
Advance.


 


(b)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)           such
personal
 property is incident to real property (within the meaning of
Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)          the
Special
 Servicer shall have obtained an Opinion of Counsel (the cost of which
shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the
 Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24,
 neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in
 lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such
action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to
be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning
of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect
delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an
Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental
Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)          such
Mortgaged
 Property is in compliance with applicable environmental laws or, if
not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders
 (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders
and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged
Property in compliance with such laws, and


 






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(ii)          there
are
 no circumstances present at such Mortgaged Property relating to the
use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such
hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would
be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as
 a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take
such actions with respect to the affected Mortgaged Property.


 


The
cost
 of any such Environmental Assessment shall be paid by the Master
Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii)
 of the preceding sentence
shall be paid by the Master Servicer as a Servicing Advance, unless it
is a Nonrecoverable Servicing Advance (in which case it
shall be an expense of the Trust and, in the case of a Serviced Whole
Loan, shall be withdrawn in accordance with the related
Intercreditor Agreement by the Master Servicer from the Collection
Account, including from the Companion Distribution Account
(such withdrawal to be made from amounts on deposit therein that are
otherwise payable on or allocable to such Serviced Whole
Loan)); and if any such Environmental Assessment so warrants, the
Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan
has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to
 determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With
respect to Non-Specially Serviced Loans, the Master Servicer
and, with respect to Specially Serviced Loans, the Special Servicer
(other than any Non-Serviced Mortgage Loan) shall review and
be familiar with the terms and conditions relating to enforcing claims
and shall monitor the dates by which any claim or action
must be taken (including delivering any notices to the insurer and using
 reasonable efforts to perform any actions required under
such policy) under each environmental insurance policy in effect and
obtained on behalf of the mortgagee to receive the maximum
proceeds available under such policy for the benefit of the
Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests).


 


(d)          If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c)
 above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a
Defaulted Loan and, in the case of a Serviced Mortgage Loan,
any related Companion Loan, and (ii) there has been no breach of
any of the representations and warranties set forth in or
required to be made pursuant to Section 4 of each of the Mortgage
Loan Purchase Agreements for which the applicable Mortgage
Loan Seller (or, in the case of Ladder Capital Finance LLC, Ladder
Capital Finance Holdings LLLP, Series REIT of Ladder Capital
Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings
LLLP in respect of their respective payment guaranties)
could be required to repurchase such Defaulted Loan pursuant to
Section 5 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized,
with the consent of the Directing Certificateholder and
after consultation with the Risk Retention Consultation Party pursuant
to


 






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Section 6.08(a)
 (in each case, (A) prior
to the occurrence and continuance of a Control Termination Event (or
with respect to any AB Mortgage Loan, after the occurrence
and during the continuation of an AB Control Appraisal Period, but prior
 to the occurrence and continuance of a Control Termination
Event) and (B) other than with respect to any Excluded Loan as to
such party) at such time as it deems appropriate to release
such Mortgaged Property from the lien of the related Mortgage, provided
 that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release
of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the
Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Risk
Retention Consultation Party (in the case of the Directing
Certificateholder, prior
to the occurrence and continuance of a Consultation Termination Event,
and in the case of the Directing Certificateholder or the
Risk Retention Consultation Party other than with respect to any
Excluded Loan as to such party), in writing of its intention
to so release such Mortgaged Property and the bases for such intention,
(ii) the Certificate Administrator shall have posted
such notice of the Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to more than 50% of the Voting Rights shall have consented or have been
deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice
to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of
the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written
confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided
 that the Special
Servicer shall use commercially reasonable efforts to collect such fee
from the Mortgagor to the extent permitted under the related
Mortgage Loan documents.


 


(e)          The
Special
 Servicer shall provide written reports and a copy of any Environmental
Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each
case, other than with respect to any Excluded Loan as to
such party), the Master Servicer and the 17g-5 Information Provider
monthly regarding any actions taken by the Special Servicer
with respect to any Mortgaged Property securing a Defaulted Loan, or
defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction
of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien
of the related Mortgage on such Mortgaged Property.


 


(f)          The
Special
 Servicer shall notify the Master Servicer of any abandoned and/or
foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all
information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related
Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or
 Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such
information has


 






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been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)          The
Special
 Servicer shall have the right to determine, in accordance with the
Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the
Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an
action.


 


(h)          The
Special
 Servicer shall maintain accurate records, prepared by one of its
Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a
Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis
thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the
Certificate Administrator, the Directing Certificateholder
and the Risk Retention Consultation Party (but in the case of the
Directing Certificateholder and the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party)
and the Master Servicer and in no event later than the next
succeeding P&I Advance Determination Date.


 


Section
3.10      Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a)  Upon
the
 payment in full of any Mortgage Loan (other than a Non-Serviced
Mortgage Loan), or the receipt by the Master Servicer or the
Special Servicer, as the case may be, of a notification that payment in
full shall be escrowed in a manner customary for such
purposes, the Master Servicer or the Special Servicer, as the case may
be, will promptly notify the Trustee and the Custodian
and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed
by a Servicing Officer and shall include a statement to the effect that
all amounts received or to be received in connection with
such payment which are required to be deposited in the Collection
Account pursuant to Section 3.04(a) or remitted to the
Master Servicer to enable such deposit, have been or will be so
deposited. Within seven (7) Business Days (or within such shorter
period as release can reasonably be accomplished if the Master Servicer
or the Special Servicer notifies the Custodian of an exigency)
of receipt of such notice and request, the Custodian shall release the
related Mortgage File to the Master Servicer or the Special
Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related
Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid
in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Collection Account.


 


(b)          From
time
 to time as is appropriate for servicing or foreclosure of any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer
 shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer (or a designee), as the
case may be. Upon return of such Mortgage File or such
document to the Custodian, or the delivery to the Trustee and the
Custodian of a certificate of a Servicing Officer of the Master
Servicer or the Special Servicer, as the case may be, stating that such
Mortgage Loan (and, in the case of a Serviced Whole Loan,
the related Companion Loan), was liquidated


 






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and
 that all amounts received or to be received in connection with such
liquidation
which are required to be deposited into the Collection Account
(including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or
 that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Custodian to
the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of
 the Trust.


 


(c)          Within
seven
 (7) Business Days (or within such shorter period as delivery can
reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall
execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the
foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in
equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When submitted to the
Trustee for signature, such documents or pleadings shall
be accompanied by a certificate of a Servicing Officer requesting that
such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required
 and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except
 for the termination of such a lien upon completion of
the foreclosure or trustee’s sale. The Trustee shall not be required to
review such documents for their sufficiency or enforceability.


 


(d)          If,
from
 time to time, pursuant to the terms of the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced
Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage
 Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or
its designee.


 


Section
3.11     Servicing Compensation. (a)  As
 compensation for its activities hereunder,
the Master Servicer shall be entitled to receive the Servicing Fee with
respect to each Mortgage Loan, Serviced Companion Loan
and REO Loan (other than the portion of any REO Loan related to any
Non-Serviced Companion Loan) (including Specially Serviced
Loans and any Non-Serviced Mortgage Loan constituting a “specially
serviced loan” under any related Non-Serviced PSA).
As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee
 shall accrue from time to time at the Servicing Fee Rate
and shall be computed on the basis of the Stated Principal Balance of
such Mortgage Loan, Companion Loan or REO Loan, as the case
may be, and in the same manner as interest is calculated on such
Mortgage Loan, Companion Loan or REO Loan, as the case may be,
and, in connection with any partial month interest payment, for the same
 period respecting which any related interest payment
due on such Mortgage Loan or Companion Loan or deemed to be due on such
REO Loan is computed. The Servicing Fee with respect to
any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a
 Liquidation Event occurs with respect to the related
Mortgage Loan, except that if such Mortgage Loan is part of a Serviced
Whole Loan and such Serviced Whole Loan continues to be
serviced and administered under this Agreement notwithstanding such
Liquidation Event,


 






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then the applicable Servicing Fee shall
continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on
each REO Loan, and as otherwise provided by Section 3.05(a). The
Master Servicer shall be entitled to recover unpaid Servicing
Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of
that portion of related payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO
Loan) allocable as recoveries of interest, to the extent
permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section
6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the
related Intercreditor Agreement.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor:


 


(i) 100%
of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are
Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially
Serviced Loan which matter involves a Major Decision or a Special Servicer Decision, then the Master Servicer shall be entitled
to 50% of such Excess Modification Fees,


 


(ii) 100%
of
 all assumption application fees and other similar items received on any
 Mortgage Loans (other than a Non-Serviced Mortgage
Loan) that are Non-Specially Serviced Loans (including any related
Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement) to the extent the Master Servicer is
processing the underlying transaction and 100% of all defeasance
fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection
with a defeasance that the Special Servicer is entitled to under this Agreement); and


 


(iii) 100%
of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees)
pursuant to Section 3.08 and Section 3.18 or other actions
 performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the
extent not prohibited by the related Intercreditor Agreement)
relating to Master Servicer Decisions; and for any matter for a Mortgage
 Loan (including any related Companion Loan) that is not
a Specially Serviced Loan which matter involves a Major Decision or a
Special Servicer Decision, then the Master Servicer shall
be entitled to 50% of such assumption, waiver, consent and earnout fees
and other similar fees.


 






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In
addition,
 the Master Servicer shall be entitled to charge and retain as
additional servicing compensation (other than with respect
to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any
charges for beneficiary statements or demands and other customary
charges, amounts collected for checks returned for insufficient funds
and reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the
related Mortgage Loan documents, in each case only to the
extent actually paid by or on behalf of the related Mortgagor and shall
not be required to deposit such amounts in the Collection
Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the
Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b)
 (but only
to the extent of the Net Investment Earnings, if any, with respect to
such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date related to
the current Distribution Date), (iii) interest or
other income earned on deposits in its Servicing Accounts which are not
required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive,
between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu
Companion Loan, during the related Collection Period to
the extent not required to be paid as Compensating Interest Payments.
The Master Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment
of any amounts due and owing to any of its Sub-Servicers and the
premiums for any blanket Insurance Policy insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account
and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect
 to any of the preceding fees as to which both the Master Servicer and
the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have
the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided
 that (A) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to
charge the portion of any such fee due to the other and (B)
to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge
 its respective portion of such fee shall not have any
right to share in any part of the other party’s portion of such fee. If
the Master Servicer decides not to charge any fee,
the Special Servicer shall nevertheless be entitled to charge its
portion of the related fee to which the Special Servicer would
have been entitled if the Master Servicer had charged a fee and the
Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. Similarly, if the Special Servicer decides not
to charge any fee, the Master Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Master
 Servicer would have been entitled if the Special Servicer
had charged a fee and the Special Servicer shall not be entitled to any
portion of such fee charged by the Master Servicer.


 


Notwithstanding
anything herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party
or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu


 






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Companion
Loan (and any successor REO Loan); provided, however, that
 in the event of any resignation or termination of the
Master Servicer, all or any portion of the Transferable Servicing
Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor master servicer that meets the
requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum
 rate
in excess of the Retained Fee Rate, and any such assignment of the
Transferable Servicing Interest shall, by its terms be expressly
subject to the terms of this Agreement and such reduction. The Master
Servicer shall pay the Transferable Servicing Interest to
the holder of the Transferable Servicing Interest at such time and to
the extent the Master Servicer is entitled to receive payment
of its Servicing Fees hereunder, notwithstanding any resignation or
termination of Wells Fargo Bank, National Association, as
Master Servicer, hereunder (subject to reduction pursuant to the
preceding sentence).


 


(b)          As
compensation
 for its activities hereunder, the Special Servicer shall be entitled to
 receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced
Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan,
the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of
the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest
 is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any
related interest payment due on such Specially Serviced Loan or deemed
to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease
to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable
monthly, on a loan-by-loan basis, in accordance with the
provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.
The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          The
Special Servicer shall be entitled to additional servicing compensation in the form of


 


(i)           100%
of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,


 


(ii)          100%
of
 all assumption application fees and other similar items received with
respect to Specially Serviced Loans and 100% of all assumption
application fees and other similar items received with respect to
Mortgage Loans (other than Non-Serviced Mortgage Loans) and
Serviced Companion Loans that are Non-Specially Serviced Loans to the
extent the Special Servicer processes the underlying transaction,


 


(iii)          100%
of
 waiver, consent and earnout fees, or other actions performed in
connection with this Agreement on the Specially Serviced Loans
or certain other similar fees paid by the related Mortgagor on Specially
 Serviced Loans,


 






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(iv)          100%
of assumption fees and other similar fees received with respect to Specially Serviced Loans, and


 


(v)          50%
of
 all Excess Modification Fees and assumption, waiver, consent and
earnout and other similar fees (other than assumption application
fees and defeasance fees) pursuant to Section 3.08 or Section
 3.18 received with respect to any Mortgage Loans (other
than Non-Serviced Mortgage Loans, but including any related Serviced
Pari Passu Companion Loan(s)) that are Non-Specially Serviced
Loans to the extent that the matter involves a Major Decision or a
Special Servicer Decision,


 


and
shall
 be promptly paid to the Special Servicer by the Master Servicer (or
directly from the related Mortgagor) to the extent such
fees are paid by the Mortgagor and shall not be required to be deposited
 in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits
relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b)
 (but only
to the extent of the Net Investment Earnings, if any, with respect to
such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date related to
such Distribution Date). In addition, the Special Servicer
shall be entitled to retain as additional servicing compensation (other
than with respect to any Non-Serviced Mortgage Loan) reasonable
review fees in connection with any Mortgagor request to the extent such
review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by or on behalf of
the related Mortgagor. The applicable Special Servicer
shall also be entitled to additional servicing compensation in the form
of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate on such Corrected Loan for so long as it remains a
Corrected Loan; provided, however, that
after receipt by the applicable Special Servicer of Workout Fees with
respect to such Corrected Loan in an amount equal to $25,000,
any Workout Fees in excess of such amount shall be reduced by the Excess
 Modification Fee Amount received by the Special Servicer;
provided, further, however, that in the event the
Workout Fee collected over the course of such workout calculated
at the Workout Fee Rate is less than $25,000, then the Special Servicer
shall be entitled to an amount from the final payment
on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable
to the Special Servicer in respect of that Corrected Loan (including any
 related Serviced Companion Loan) being equal to $25,000.
The Workout Fee shall be reduced (but not below zero) with respect to
each collection on such Corrected Loan from which fee would
otherwise be payable until an amount equal to the Excess Modification
Fee Amount has been deducted in full. The Workout Fee with
respect to any Corrected Loan will cease to be payable if such loan
again becomes a Specially Serviced Loan; provided that
a new Workout Fee will become payable if and when such Specially
Serviced Loan again becomes a Corrected Loan. The Special Servicer
shall not be entitled to any Workout Fee with respect to a Non-Serviced
Mortgage Loan. If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and
 all Workout Fees payable in respect of Mortgage Loans
or any related Companion Loan that became Corrected Loans prior to the
time of that termination or resignation except the Workout
Fees will no longer be payable if the Corrected Loan subsequently
becomes a Specially Serviced Loan. If the Special Servicer resigns
or is terminated (other than for cause), it will receive any Workout
Fees payable on Specially Serviced Loans for which the resigning
or terminated


 






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Special
 Servicer had determined to grant a forbearance or cured the event of
default through a modification, restructuring
or workout negotiated by the Special Servicer and evidenced by a signed
writing, but which had not as of the time the Special
Servicer resigned or was terminated become a Corrected Loan solely
because the Mortgagor had not had sufficient time to make three
(3) consecutive timely Periodic Payments and which subsequently becomes a
 Corrected Loan as a result of the Mortgagor making such
three (3) consecutive timely Periodic Payments. The successor special
servicer will not be entitled to any portion of such Workout
Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will
be payable with respect to (a) each Specially Serviced Loan (other
than a Non-Serviced Mortgage Loan) or REO Property (other
than a Non-Serviced Mortgaged Property) as to which the Special Servicer
 receives any Liquidation Proceeds or Insurance and Condemnation
Proceeds and (b) each Mortgage Loan repurchased by a Mortgage Loan
Seller or for which a Loss of Value Payment was paid,
in each case, subject to the exceptions set forth in the definition of
Liquidation Fee (such Liquidation Fee to be paid out of
such Liquidation Proceeds, Insurance and Condemnation Proceeds). If,
however, Liquidation Proceeds or Insurance and Condemnation
Proceeds are received with respect to any Corrected Loan and the Special
 Servicer is properly entitled to a Workout Fee, such
Workout Fee will be payable based on and out of the portion of such
Liquidation Proceeds and Insurance and Condemnation Proceeds
that constitute principal and/or interest on such Mortgage Loan.
Notwithstanding anything herein to the contrary, the Special
Servicer shall only be entitled to receive a Liquidation Fee or a
Workout Fee, but not both, with respect to proceeds on any Mortgage
Loan. Notwithstanding the foregoing, with respect to any Companion Loan,
 the Liquidation Fee, Workout Fee and Special Servicing
Fees, if any, will be computed as provided in the related Intercreditor
Agreement or to the extent such Intercreditor Agreement
is silent or refers to this Agreement or indicates such fees are paid in
 accordance with this Agreement, as provided herein as
though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d),
 the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer
shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any
of its Sub-Servicers and the premiums for any blanket
Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses
are not expressly payable directly out of the Collection Account or the
REO Account, and the Special Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this
Agreement.


 


With
respect
 to any of the preceding fees as to which both the Master Servicer and
the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have
the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided
 that (A) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to
charge the portion of any such fee due to the other and (B)
to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge
 its respective portion of such fee will not have any
right to share in any part of the other party’s portion of such fee. If
the Master Servicer decides not to charge any fee,
the Special Servicer shall nevertheless be entitled to charge its
portion of the related fee to which the Special Servicer would
have been entitled if the Master Servicer had charged a fee and the
Master Servicer will not be entitled to any of such fee charged


 






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by
 the Special Servicer. Similarly, if the Special Servicer decides not to
 charge any fee, the Master Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Master
 Servicer would have been entitled if the Special Servicer
had charged a fee and the Special Servicer shall not be entitled to any
portion of such fee charged by the Master Servicer.


 


(d)          In
determining
 the compensation of the Master Servicer or the Special Servicer, as
applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any
Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall
be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances
on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on
the servicing advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced
PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the
Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi)
(and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such
trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not
 prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan,
 if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees
and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the
Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be
 payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to
the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially
Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage
Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the
Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the
foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant
to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of
the Trust in accordance with this Section 3.11(d).


 


If
the
 Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to
the Servicing Shift Securitization Date, the Special
Servicer shall service and administer such Servicing Shift Whole Loan
and any related REO Property in the same manner as any other
Specially Serviced Loan or Serviced REO Property and shall be entitled
to all rights and compensation earned with respect to such
Serviced Whole Loan as the Special Servicer of such Serviced Whole Loan.
 With respect to the Servicing Shift Mortgage Loan, prior
to the related Servicing Shift Securitization Date, no other special
servicer will be entitled to any such compensation or have
such rights and obligations. If the Servicing Shift Whole Loan is still a


 






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Specially
 Serviced Loan on the Servicing Shift Securitization
Date, the Non-Serviced Special Servicer and the Special Servicer shall
be entitled to compensation with respect to such Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the
 Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced Special Servicer were replacing the
Special Servicer as the successor Special Servicer with respect
to such Servicing Shift Whole Loan.


 


(e)          With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other
remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other
fee-sharing arrangement) from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any
guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection
with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition
of any REO Property, or the performance of any other special servicing duties under this Agreement, other than as expressly
provided in this Section 3.11; provided that such prohibition shall not apply to Permitted Special
Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Remittance Date) the CREFC®
 Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from
the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12     Inspections; Collection of Financial Statements. (a)  The
 Master Servicer shall perform (at its
own expense), or shall cause to be performed (at its own expense), a
physical inspection of each Mortgaged Property relating to
a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially
Serviced Loan) with a Stated Principal Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than
$2,000,000 at least once every twenty-four (24) months,
in each case, commencing in the calendar year 2018 (and each Mortgaged
Property shall be inspected on or prior to December 31,
2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous
twelve (12) months, the Master Servicer will not be required to perform, or cause to be


 






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performed, such physical inspection; provided, further,
 that if any scheduled payment becomes more
than sixty (60) days delinquent on the related Mortgage Loan, the
Special Servicer shall inspect or cause to be inspected the
related Mortgaged Property as soon as practicable after such Mortgage
Loan becomes a Specially Serviced Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Loan. The
 cost of such inspection by the Special Servicer pursuant
to the second proviso of the immediately preceding sentence shall be an
expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the
Collection Account pursuant to Section 3.05(a)(ii), provided
 that, with respect to a Serviced Whole Loan, such cost
shall be payable, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis (provided
 that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loans), in each case, prior to being payable out of general
collections. The Special Servicer or the Master Servicer, as applicable,
 shall prepare or cause to be prepared a written report
of each such inspection detailing the condition of and any damage to the
 Mortgaged Property to the extent evident from the inspection
and specifying the existence of (i) any vacancy at the Mortgaged
Property that the preparer of such report has knowledge
of and the Master Servicer or the Special Servicer, as the case may be,
deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property of which the preparer of such report has
knowledge or that is evident from the inspection, (iii) any
adverse change in the condition of the Mortgaged Property of which the
preparer of such report has knowledge or that is evident
from the inspection, and that the Master Servicer or the Special
Servicer, as the case may be, deems material, (iv) any visible
material waste committed on the Mortgaged Property of which the preparer
 of such report has knowledge or that is evident from
the inspection and (v) photographs of each inspected Mortgaged
Property. The Special Servicer and the Master Servicer shall
promptly following preparation deliver or make available a copy (in
electronic format) of each such report prepared by the Special
Servicer and the Master Servicer, respectively, to the other party, to
the Directing Certificateholder ((i) prior to the
occurrence and continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan (as to such
party) that is a Specially Serviced Loan). Within five (5) Business Days
 after request for copies of such reports by the Rating
Agencies, the Special Servicer or the Master Servicer, as applicable,
shall deliver or make available a copy (in electronic format)
of each such report prepared by the Special Servicer and the Master
Servicer, as applicable, to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website for review by
NRSROs (including the Rating Agencies) that are Privileged
Persons. The Master Servicer shall deliver or make available a copy of
each such report to the Directing Certificateholder and
upon request to each Controlling Class Certificateholder (which request
may state that such items may be delivered until further
notice) (except, after the occurrence and continuance of a Consultation
Termination Event or with respect to any Specially Serviced
Loan that is an Excluded Loan).


 






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(b)          The
Special
 Servicer, in the case of any Specially Serviced Loan, and the Master
Servicer, in the case of any Non-Specially Serviced
Loan shall make reasonable efforts to collect promptly and review from
each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged
Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required
pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the
terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of
the related Mortgage Loan (and each Serviced Companion Loan)
documents. The Master Servicer and the Special Servicer shall not be
required to request such operating statements or rent rolls
more than once if the related Mortgagor is not required to deliver such
statements pursuant to the terms of the Mortgage Loan
documents. In addition, the Special Servicer shall cause quarterly and
annual operating statements, budgets and rent rolls to
be regularly prepared in respect of each REO Property and shall collect
all such items promptly following their preparation. The
Special Servicer shall deliver all such items to the Master Servicer
within five (5) Business Days of receipt, and the Master
Servicer and the Special Servicer, as applicable, shall deliver or make
available copies of all the foregoing items so collected
to the Trustee, the Certificate Administrator, the Directing
Certificateholder and the Depositor, in electronic format, in each
case within sixty (60) days of its receipt thereof, but in no event, in
the case of annual statements, later than June 30
of each year commencing in 2018. Upon the request of any Privileged
Person (other than the NRSROs) to receive copies of such items,
the Master Servicer (with respect to Non-Specially Serviced Loans) or
the Special Servicer (with respect to Specially Serviced
Loans and REO Loans) shall deliver electronic copies of such items to
the Certificate Administrator to be posted on the Certificate
Administrator’s Website. Upon the request of any NRSRO, the Master
Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans and
REO Loans) shall deliver copies of all or any portion of
the foregoing items so collected thereby to the 17g-5 Information
Provider pursuant to Section 3.13(c).


 


In
addition,
 the Master Servicer (with respect to Non-Specially Serviced Loans) or
the Special Servicer (with respect to Specially
Serviced Loans that are not, and REO Properties that do not relate to,
Non-Serviced Mortgage Loans), as applicable, shall prepare
with respect to each Mortgaged Property securing a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending March 31, 2018, a CREFC®
 Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the
related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for
such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing twelve (12) month basis, or if the


 






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related Serviced Mortgage Loan is on the CREFC® Servicer
Watch
 List). The Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties) shall deliver or make available
copies (in electronic format) of each CREFC®
Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the
initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and
the related Companion Holder (with respect to any Serviced Companion Loan).


 


(ii)          Within
forty-five
 (45) days after receipt of an annual operating statement (if and to the
 extent any such information is in the form
of normalized year-end financial statements that have been based on a
minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2018, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents
to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to
“normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing
the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in
electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements
or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate
Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).


 


(c)          At
or
 before 12:00 p.m. (New York City time) on each Determination Date,
 the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, prior to the occurrence and
continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC®
 REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing
Certificateholder, any Excluded Loans as to such party) and any REO
Properties
(other than a Non-Serviced Mortgaged Property), providing the
information required of the Special Servicer in an electronic format,
reasonably acceptable to the Master Servicer as of the Business Day
preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a
CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a
CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating
statements and rent rolls submitted by the Mortgagor.


 






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(d)          Not
later
 than 5:00 p.m. (New York City time) on each P&I Advance Date
beginning November 2017, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be
delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master
Servicer has received the CREFC® Special
Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required
to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer
and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the
CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable
Special Servicer Fees delivered pursuant to Section 3.11(e) to
the extent received from the Special Servicer, if any. Additionally,
not later than 5:00 p.m. (New York City time) on the P&I
Advance Date beginning November 2017, the Master Servicer shall
deliver or cause to be delivered in electronic format to the Certificate
 Administrator any applicable CREFC® Loan
Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received
from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution
Date beginning November 2017, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via
electronic format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the
CREFC® Appraisal Reduction Template. In no event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by
the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning November 2017, the Master Servicer shall
deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format and Excel
format; provided that the Master Servicer shall have no obligation to prepare or deliver any such
CREFC® Schedule AL File unless the Depositor has delivered the items required by Section 2.01(j). If
the CREFC® Schedule AL File is not provided by the date specified in the immediately preceding sentence, the
Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at
ssreports@wellsfargo.com with a copy to the Depositor at nicholas.galeone@ubs.com. In preparing the CREFC®
Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence,
investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the
content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB
and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL
File, Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently with the
delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in
EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL
Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required
to combine multiple CREFC® Schedule


 






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AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers
prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the
information contained in any CREFC® Schedule AL File or Schedule AL Additional File. The Certificate Administrator
shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional
File solely by its receipt thereof.


 


In
the
 absence of manifest error, the Master Servicer shall be entitled to
conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the
Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s
reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any
of the amounts and other information stated therein.


 


(e)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.12(b) or Section 3.12(c), the Master Servicer shall have no
 obligation to provide such information or reports to
the Certificate Administrator until it has received the requisite
information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing
the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section
3.12(c) of this Agreement.


 


(f)          Notwithstanding
the
 foregoing, however, the failure of the Master Servicer or the Special
Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged
Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long
 as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).


 






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(g)          Unless
otherwise
 specifically stated herein, if the Master Servicer or the Special
Servicer is required to deliver or make available
any statement, report or information under any provisions of this
Agreement, the Master Servicer or the Special Servicer, as the
case may be, may satisfy such obligation by (x) physically
delivering a paper copy of such statement, report or information,
(y) delivering such statement, report or information in a commonly
used electronic format or (z) making such statement,
report or information available on the Master Servicer’s website (with
respect to items delivered by the Master Servicer
(except with respect to items delivered by the Master Servicer to the
Certificate Administrator)) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method
of delivery.


 


Notwithstanding
anything
 to the contrary in the foregoing, the Master Servicer and the Special
Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an
electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The
 Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a
temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system
problems.


 


Section
3.13     Access to Certain Information. (a)  The
 Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the
Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured
financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the
supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate,
access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the
case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control
 which may be required by applicable law. At the election
of the Master Servicer, the Special Servicer or the Certificate
Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such
Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other
than from the Directing Certificateholder and the Trustee
and the Certificate Administrator on its own behalf or on behalf of the
Certificateholders, as applicable) of a sum sufficient
to cover the reasonable out-of-pocket costs incurred by it in making
such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable
prior written request and during normal business hours
at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer
to any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable


 






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statement
 regarding securities law restrictions
on such information and/or condition access to information on
(x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a
“click-through” confidentiality agreement if such
information is being provided through the Master Servicer’s or the
Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or
(iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such
items is prohibited by applicable law or the provisions
of any related Mortgage Loan documents or would constitute a waiver of
the attorney-client privilege. Notwithstanding any provision
of this Agreement to the contrary, the failure of the Master Servicer or
 the Special Servicer to disclose any information otherwise
required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that the
Master Servicer or the Special Servicer, as the case may be, determines,
 in its reasonable good faith judgment consistent with
the applicable Servicing Standard, that such disclosure would violate
applicable law or any provision of a Mortgage Loan or Companion
Loan document prohibiting disclosure of information with respect to the
Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the
Trust or otherwise materially harm the Trust. Without limiting
the generality of the foregoing, the Master Servicer or the Special
Servicer may refrain from disclosing information that it reasonably
determines would prejudice the interest of the Certificateholders with
respect to a workout or exercise of remedies as to any
particular Mortgage Loan.


 


Notwithstanding
the
 limitation set forth in the next succeeding paragraph, upon the
reasonable request of any Certificateholder (or with respect
to any AB Subordinate Companion Loan related to a Serviced AB Whole
Loan, the holder of such AB Subordinate Companion Loan) that
has delivered an Investor Certification to the Master Servicer or the
Special Servicer, as the case may be, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans), as applicable,
may provide (or make available electronically) or make available at the
expense of such Certificateholder or holder of such AB
Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements
(in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of an
AB Subordinate Companion Loan, as the case may be) obtained by the
Master Servicer or the Special Servicer, as the case may be;
provided that, in connection with such request, the Master
Servicer or the Special Servicer, as applicable, may require
a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, generally to the effect
 that such Person will keep such information confidential
and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, may have
 under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate
Administrator, acting in such capacities) or


 






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beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)          The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          the
Prospectus
 and any other disclosure document relating to the Offered Certificates,
 in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the
Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)          any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(iii)          The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the


 






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extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)          The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)          summaries
of
 Final Asset Status Reports or, prior to an AB Control Appraisal Period,
 summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the
Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)          a
detailed
 worksheet showing the calculation of each Appraisal Reduction Amount,
Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis (provided that is it received by the Certificate Administrator); and


 


(E)          the
CREFC® Appraisal Reduction Template;


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any
notice
 of the occurrence of any Servicer Termination Event or termination of
the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 






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(G)         any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)         any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)          any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)          any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)         any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice
 of resignation or termination of the Operating Advisor or the Asset
Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset
 representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)          any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)          any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)          any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any
assessments of compliance delivered to the Certificate Administrator;


 


(S)          any
attestation reports delivered to the Certificate Administrator;


 


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 






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(U)          any
Proposed Course of Action Notice; and


 


(V)          any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)          solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)          the
“Risk
 Retention Special Notices” tab relating to any notices as to ongoing
compliance by each Retaining Party with
the retention and hedging covenants in any agreement between the
Retaining Parties and the Retaining Sponsor in respect of compliance
with credit risk retention regulations and the Certificate Administrator
 shall, in addition to posting the applicable notices
on the “Risk Retention Special Notices” tab, provide email notification
to any Privileged Person (other than market
data providers) that has registered to receive access to the Certificate
 Administrator’s Website that a notice has been
posted to the “Risk Retention Special Notices” tab;


 


provided
that with respect to a Control Termination Event or Consultation
Termination Event that is deemed to exist due solely to the
existence of an Excluded Loan, the Certificate Administrator will only
be required to provide notice of the occurrence and continuance
of such event if it has been notified of or has knowledge of the
existence of such Excluded Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices"
tab described in clause (viii) above, include a fixed statement in the Distribution Date Statement that risk retention
notices, if any, can be found on the “Risk Retention Special Notices” tab.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information
and reports related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the
 foregoing, all Excluded Information shall be made available under a
separate tab or heading designated “Excluded Information"
on the Certificate Administrator’s Website (and not under any of the
tabs or headings described in items (i) through
(viii) above) and made available to Privileged Persons other than
 any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the
Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class
Loan(s)).


 


Any
Person
 that is a Borrower Party shall only be entitled to access (a) the
Distribution Date Statements, and the following
items made available to the general public: the Prospectus, this
Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the
case of the Directing


 






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Certificateholder
 or a Controlling
Class Certificateholder, if any such Person becomes an Excluded
Controlling Class Holder, upon delivery to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in physical form (or, solely with respect
to the Master Servicer, in electronic form) of an investor certification
 substantially in the form of Exhibit P-1D
and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of
Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B
 hereto, the Directing
Certificateholder or Controlling Class Certificateholder shall be
entitled to access all information on the Certificate Administrator’s
Website. The Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator and the Trustee may each
rely on (i) an investor certification in the form of Exhibit P-1B
 hereto from the Directing Certificateholder
or a Controlling Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder and (ii) an
investor certification in the form of Exhibit P-1D hereto
from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is an Excluded
Controlling Class Holder with respect to one or more Excluded
Controlling Class Loan(s). In the event the Directing Certificateholder
or a Controlling Class Certificateholder becomes an Excluded
Controlling Class Holder, such party shall promptly notify each of the
Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit P-1E that such party
has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and
shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F
 listing each of
the CTSLink User ID associated with such Excluded Controlling Class
Holder and directing the Certificate Administrator to restrict
such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided
in this Agreement. Upon confirmation from the Certificate Administrator
that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in
the form of Exhibit P-1D to access the information
on the Certificate Administrator’s Website, except that such Excluded
Controlling Class Holder shall not be entitled to
access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded
Controlling Class Loan(s)) made available on the Certificate
Administrator’s Website. With respect to any Excluded Information
sent for posting on the Certificate Administrator’s Website, each of the
 Master Servicer, the Special Servicer and the Operating
Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator,
and the Certificate Administrator shall segregate on the Certificate
Administrator’s Website such Excluded Information (and,
if possible at a later time, on loan-by-loan basis) from information
relating to other Mortgage Loans or Whole Loans, as applicable.


 






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Notwithstanding
anything
 herein to the contrary, each of the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the
Directing Certificateholder and all beneficial owners of the
Certificates
of the Controlling Class are not Excluded Controlling Class Holders
except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as the
 case may be, has received a notice substantially in the
form of Exhibit P-1E from the Directing Certificateholder or
 a Controlling Class Certificateholder that it has become
an Excluded Controlling Class Holder. None of the Master Servicer, the
Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing
Certificateholder or a Controlling Class Certificateholder
that is an Excluded Controlling Class Holder or disclosure of any
information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate
Administrator for posting to the Certificate Administrator’s
Website) if the Master Servicer, the Special Servicer, the Operating
Advisor or the Certificate Administrator, as the case may
be, did not receive prior written notice that the related Mortgage Loan
is an Excluded Controlling Class Loan and/or, with respect
to any related Excluded Information posted on the Certificate
Administrator’s Website, such information was not delivered
to the Certificate Administrator in accordance with Section 3.33.


 


Each
of
 the Master Servicer, the Special Servicer, the Operating Advisor and
the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling
Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer
an Excluded Controlling Class Holder. To the extent the
Directing Certificateholder or a Controlling Class Certificateholder
receives access pursuant to this Agreement to any Excluded
Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the Directing
Certificateholder or Controlling Class Certificateholder shall be deemed
 to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related
 Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the Directing
Certificateholder or Controlling Class Certificateholder or
any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property
or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower
Party, and (ii) will maintain sufficient internal controls and
appropriate policies and procedures in place in order to comply
with the obligations described in clause (i) above.


 


To
the
 extent the Risk Retention Consultation Party or a Holder of an RR
Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such
 party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof),
inspection reports related to Specially Serviced Loans conducted
by the Special Servicer or any Excluded Special Servicer and which may
include any Operating Advisor reports delivered to the
Certificate Administrator regarding the Special Servicer’s net present
value determination or any Appraisal Reduction Amount
calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
 and any Officer’s Certificates delivered
by the Trustee, the Master Servicer or the Special Servicer, supporting
any determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, but in each case other than information
with respect to such Mortgage Loan that is aggregated with


 






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information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to
such information, such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that
it (i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any
employees or personnel of such Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to
its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and
(ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with
the obligations described in clause (i) above. For the avoidance of doubt, any file or report contained in the
CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special
Servicer Loan File relating to any such Excluded Loan) shall be considered information that is aggregated with information of
other Mortgage Loans at a pool level.


 


The
Certificate
 Administrator makes no representation or warranty as to the accuracy or
 completeness of any report, document or other
information made available on its Internet website or its filing of such
 information pursuant to this Agreement, including, but
not limited to, filing via EDGAR, and assumes no responsibility
therefor, other than with respect to such reports, documents or
other information prepared by the Certificate Administrator. In
addition, the Certificate Administrator may disclaim responsibility
for any information distributed by it or filed by it, as applicable, for
 which it is not the original source. Notwithstanding
anything herein to the contrary, the Certificate Administrator shall not
 be liable for any disclosure of information relating
to any Excluded Controlling Class Loan to the extent such information
was included in any Asset Status Report or Final Asset Status
Report inadvertently delivered to the Certificate Administrator for
posting to the Certificate Administrator’s Website and
not properly identified as relating to any Excluded Controlling Class
Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)          The
17g-5
 Information Provider shall make available solely to the Depositor and
the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document
suitable for posting) via electronic mail at
17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “UBS 2017-C4” and an
identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic
mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5
Information Provider if or as may be necessary or beneficial:


 


(i)          any
notices of waivers under Section 3.08(d);


 






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(ii)           any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)         any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          any
notice
 of resignation of the Trustee or the Certificate Administrator and any
notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)        any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)        any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any
summary
 of oral communication with the Rating Agencies or any written question
or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator
 or the Trustee regarding any


 






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of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)        any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)          any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing
 information shall be made available by the 17g-5 Information Provider
on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless
such information is received after 2:00 p.m., New York
City time, on such Business Day, in which case, it shall be posted by
12:00 p.m., New York City time, on the next Business
Day; provided, however, that any information delivered pursuant to Section 3.13(d) shall be posted in accordance
with Section 3.13(d). The 17g-5 Information Provider shall have
no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms
to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any information is
delivered or posted in error, each of the Certificate
Administrator and the 17g-5 Information Provider may remove such
information from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have
not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the
Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not
produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the
17g-5 Information Provider to the NRSROs upon receipt of an
NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the
17g-5 Information Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider may
be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “UBS 2017-C4” in
the subject line).


 


Upon
delivery
 by the Depositor to the 17g-5 Information Provider of information
designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to
the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The
Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other
information on the 17g-5 Information Provider’s Website
to any designee or third party.


 






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Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5
 Information Provider shall notify any party that delivers any
information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or
document was received and that it has been posted. The
Master Servicer or Special Servicer, as applicable, may, but shall not
be obligated to send such information, report, notice or
document to the applicable Rating Agency so long as such information,
report, notice or document (i) was previously provided to
the 17g-5 Information Provider or (ii) is simultaneously provided, by
2:00 p.m. (New York City time) on the same Business Day,
to the 17g-5 Information Provider. The 17g-5 Information Provider shall
notify each Person that has signed-up for access to the
17g-5 Information Provider’s Website in respect of the transaction
governed by this Agreement each time an additional document
is posted to the 17g-5 Information Provider’s Website and such notice
shall specifically identify such document in the subject
line or otherwise in the body of the email notice. The 17g-5 Information
 Provider shall send such notice to such Person’s
email address provided by and used by such Person for the purpose of
accessing the 17g-5 Information Provider’s Website,
including a general email address if such general email address has been
 provided to the 17g-5 Information Provider in connection
with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any
information
 required to be delivered to the 17g-5 Information Provider by any party
 under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “UBS 2017-C4“
and an identification of the type of information being provided in the
body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information
Provider.


 


(d)          The
Master
 Servicer or the Special Servicer, as applicable, may, but shall not be
obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such
information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to
post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c),
then it shall post such information within a reasonable
time. The Master Servicer or the Special Servicer, as applicable, shall
not send such information directly to the Rating Agencies
until the 17g-5 Information Provider notifies it that such information
has been posted to the 17g-5 Information Provider’s
Website.


 


(e)          Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited,


 






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BlackRock
 Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics, RealINSIGHT and Thomson Reuters Corporation) with the
 consent of the Depositor, and providing such information
shall not constitute a breach of this Agreement by the Certificate
Administrator. Such information will be made available to such
third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted
electronically via the Certificate Administrator’s Website.


 


(f)          The
Master
 Servicer and the Special Servicer may, in accordance with such
reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise,
any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced
Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the
Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the
extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any
confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents.
The Master Servicer and the Special Servicer shall be
entitled to (i) indicate the source of such information and affix
thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information
(A) except for the Depositor and the Rating Agencies, enter
into (x) an Investor Certification, (y) a confidentiality
agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such
information is being provided through the Master Servicer’s
website, and (B) acknowledge that the Master Servicer or the
Special Servicer may contemporaneously provide such information
to any other Disclosure Party. In addition, to the extent access to such
 information is provided via the Master Servicer’s
website, the Master Servicer may require registration and the acceptance
 of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such
information. In connection with providing access to or copies of
the information described in this Section 3.13(f) to current or
prospective Certificateholders, the form of confidentiality
agreement used by the Master Servicer or the Special Servicer, as
applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating
that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may
provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is
 contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such
 ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the
 case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related
 thereto and is requesting the information for use in
evaluating a possible investment in Certificates and will otherwise keep
 such information confidential with no further dissemination
(except that such Certificateholder may provide such information to its
auditors, legal counsel and regulators). In the case of
a licensed or registered investment advisor acting on


 






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behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the
 Master Servicer nor the Special Servicer shall be liable for its
dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the
Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the
information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may
be.


 


(g)          The
Master
 Servicer, the Special Servicer, the Certificate Administrator and the
Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the
Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any
other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further
 that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The
17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the
procedures set forth in Section 3.13(c).


 


(h)          The
Special
 Servicer, subject to the limitations on delivery of Privileged
Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to
the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance
 of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic
format.


 


(i)          None
of the foregoing restrictions in this Section 3.13 or otherwise
in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or
NRSRO, on the other hand, with regard to (i) such Rating
Agency’s or NRSRO’s review of the ratings it assigns to the Master
Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as the case may be, (ii) such
Rating Agency’s or NRSRO’s approval of the Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Special Servicer, as applicable, as a commercial mortgage
master, special or primary servicer, or (iii) such Rating Agency’s
or NRSRO’s evaluation of the Master Servicer’s,
the Operating Advisor, the Asset Representations Reviewer’s or the
Special Servicer’s, as the case may be, servicing
operations in general; provided that the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer or
the Special Servicer, as applicable, shall not provide any information
relating to the Certificates or the Mortgage Loans, to
any Rating Agency or NRSRO in connection with such review and evaluation
 by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such
 information has already been provided to the 17g-5


 






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Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that
it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided,
however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the
extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information
collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s
website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)          The
costs and expenses of compliance with this Section 3.13 by the
Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset
 Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the
applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a)  If
 title to any Mortgaged Property is acquired (directly
or through a single member limited liability company established for
that purpose) and thus becomes REO Property, the deed or
certificate of sale shall be issued in the name of the Trust where
permitted by applicable law or regulation and consistent with
customary servicing procedures, and otherwise, in the name of the
Trustee or its nominee on behalf of the Certificateholders and,
if applicable, on behalf of the related Companion Holders, in the case
of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14.
 The Special Servicer, on behalf of the
Trust and, if applicable, the related Serviced Companion Noteholder,
shall sell any REO Property prior to the close of the third
calendar year following the year in which the Trust acquires ownership
of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) applies
for a qualifying extension of time no later than sixty (60) days prior
to the close of the third calendar year in which it acquired
ownership (or the period provided in the then-applicable REMIC
Provisions) and such extension is granted or is not denied (an
“REO Extension”) by the Internal Revenue Service to sell such REO
 Property or (ii) obtains for the Trustee
and the Certificate Administrator an Opinion of Counsel, addressed to
the Trustee and the Certificate Administrator, to the effect
that the holding by the Trust of such REO Property subsequent to the
close of the third calendar year following the year in which
acquisition occurred will not cause an Adverse REMIC Event. If the
Special Servicer is granted or not denied the REO Extension
contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer
period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall
be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          With
respect
 to (i) any Mortgage Loan other than the Fairmount at Brewerytown
Mortgage Loan, the Special Servicer and (ii) the Fairmount
at Brewerytown Mortgage Loan, the Fairmount at Brewerytown Special
Servicer, shall segregate and hold all funds collected and
received in connection with any REO Property separate and apart from its


 






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own
 funds and general assets. If an REO Acquisition shall
occur, the Special Servicer shall establish and maintain one or more REO
 Accounts, held on behalf of the Trustee for the benefit
of the Certificateholders and, if applicable, on behalf of any related
Companion Holder(s), as applicable, as their interest shall
appear, and the Trustee (as holder of the Lower-Tier Regular Interests),
 for the retention of revenues and other proceeds derived
from each REO Property. The REO Account shall be an Eligible Account.
The Special Servicer shall deposit, or cause to be deposited,
in the REO Account, within two (2) Business Days after receipt of
properly identified funds, all REO Revenues, Insurance and Condemnation
Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in the REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer
 shall give notice to the Trustee, the Certificate Administrator,
and the Master Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior
to any change thereof.


 


(c)          The
Special
 Servicer shall withdraw from the REO Account funds necessary for the
proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent
of amounts on deposit in the REO Account relating to such
REO Property. On the later of the date that is (x) on or prior to
each Determination Date or (y) two (2) Business Days
after such amounts are received and properly identified and determined
to be available (or, with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance
Date), the Special Servicer shall withdraw from the REO
Account and remit to the Master Servicer, which shall deposit into the
Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each
 REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however,
 that the Special Servicer may retain in such
REO Account, in accordance with the Servicing Standard, such portion of
such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO
Property. In addition, on or prior to the day the Special Servicer
remits funds as provided in this Section 3.14, the Special
Servicer shall provide the Master Servicer with a written accounting of
amounts remitted to the Master Servicer for deposit in
the Collection Account on such date. The Master Servicer shall apply all
 such amounts as instructed by the Special Servicer on
the Determination Date (or with respect to a Serviced Companion Loan, on
 each Serviced Whole Loan Remittance Date) for the related
Distribution Date.


 


(d)          The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for
all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15      Management of REO Property. (a)  If
 title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property
(other than any Non-Serviced Mortgaged Property) for the
benefit of the Certificateholders and the related Companion Holders and
the Trustee (as holder of the Lower-Tier Regular Interests)
solely for the purpose of its timely disposition and sale in a manner
that does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or result in the receipt by the
Trust or any Serviced


 






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Companion
 Noteholder of any “income from non-permitted assets” within the meaning
 of Section 860F(a)(2)(B)
of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection therewith as are in
 the best interests of and for the benefit of the Certificateholders
(and, in the case of each Serviced Whole Loan, the related Companion
Holder(s)) and the Trustee (as holder of the Lower-Tier Regular
Interests) all as a collective whole (taking into account the
subordinate or pari passu nature of any Companion Loan, as
the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all
purposes of this Section 3.15. Subject to this Section 3.15,
 the Special Servicer may allow the Trust or any commercial
mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within
the meaning of Section 860G(d) of the Code if it determines that
earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax
basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection
therewith, the Special Servicer shall deposit or cause to be deposited
on a daily basis (and in no event later than two (2) Business Days
following receipt of such properly identified funds) in the
REO Account all revenues received by it with respect to each REO
Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to
 such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including,
without limitation:


 


(i)           all
insurance premiums due and payable in respect of such REO Property;


 


(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         any
ground rents in respect of such REO Property, if applicable; and


 


(iv)         all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving
notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its
own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the
Trustee, the Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (other than with
respect to an Excluded Loan as to such party, and prior to the occurrence and continuance of a Consultation Termination Event))
such advances would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          Without
limiting the generality of the foregoing, the Special Servicer shall not:


 






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(i)          permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)          authorize
or
 permit any construction on any REO Property, other than the completion
of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other
improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of
Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in
 any such case, the Special Servicer has obtained an Opinion of Counsel
(the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause
such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at
any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel.


 


(c)          The
Special
 Servicer shall contract with any Independent Contractor for the
operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)          any
such
 contract shall require, or shall be administered to require, that the
Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


 


(iv)          none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 


(v)           the
Special
 Servicer shall be obligated to manage and supervise such Independent
Contractor in accordance with the Servicing Standard.


 






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The
Special
 Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the
Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such
indemnification.


 


(d)          When
and
 as necessary, the Special Servicer shall send to the Trustee, the
Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income
or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on,
the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting
Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a)  (i)  Within
 thirty (30) days after a
Defaulted Loan has become a Specially Serviced Loan, the Special
Servicer shall order (but shall not be required to have received)
an Appraisal and within thirty (30) days of receipt of the Appraisal
shall determine the fair value of such Defaulted Loan in
accordance with the Servicing Standard; provided, however,
 that if the Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property,
the Special Servicer shall make its fair value determination
as soon as reasonably practicable (but in any event within thirty (30)
days) after its receipt of such an Appraisal. The Special
Servicer may, from time to time, adjust its fair value determination
based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such
circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount
of the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master
Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under
the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, will, notwithstanding anything in this Section 3.16
 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to
the extent set forth in the related Intercreditor Agreement.


 


(iii)          If
any
 Mortgage Loan not subject to an Intercreditor Agreement becomes a
Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan
subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the
previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the
Certificateholders and the holder of any related


 






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Serviced
 Companion
Loan in such manner as will be reasonably likely to maximize the value
of the Defaulted Loan on a net present value basis, if
and when the Special Servicer determines, consistent with the Servicing
Standard, that no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent
 payments thereon and such a sale would be in the best
economic interests of the Trust and, if applicable, the related
Companion Holder. In the case of a Non-Serviced Mortgage Loan,
to the extent permitted under the related Intercreditor Agreement, and
such Non-Serviced Mortgage Loan is not sold together with
the Non-Serviced Companion Loan by the Non-Serviced Special Servicer,
the Special Servicer will be entitled to sell ((i) with
the consent of the Directing Certificateholder if no Control Termination
 Event has occurred and is continuing and (ii) after consulting
with the Risk Retention Consultation Party pursuant to Section 6.08(a),
 in each case, provided such Non-Serviced Mortgage
Loan is not an Excluded Loan as to such party) such Non-Serviced
Mortgage Loan if it determines in accordance with the Servicing
Standard that such action would be in the best interests of the
Certificateholders and, subject to the terms of the related
Intercreditor
Agreement (and provided that the related Non-Serviced Special Servicer
will not be entitled to a liquidation fee), the Special
Servicer will be entitled to the liquidation fee that the related
Non-Serviced Special Servicer would have otherwise been entitled
to in connection with the sale of such Non-Serviced Mortgage Loan. The
Special Servicer is required to give the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor and the
Directing Certificateholder and the Risk Retention Consultation
Party (in the case of the Directing Certificateholder and the Risk
Retention Consultation Party, other than in respect of any
Excluded Loan as to such party) not less than ten (10) days’ prior
written notice of its intention to sell any Defaulted
Loan. In the absence of a cash offer at least equal to the Purchase
Price, the Special Servicer may purchase the Defaulted Loan
for the Purchase Price or may accept the first cash offer received from
any Person that constitutes a fair price for the Defaulted
Loan.


 


(iv)      (A)      In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the
Special Servicer shall solicit offers and, subject to sub-clause (B)
 below, accept the highest offer received from
any Person that is determined by the Special Servicer to be a fair price
 for such Specially Serviced Loan, if the offeror is a
Person other than an Interested Person. In determining whether any offer
 from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the Special Servicer shall take
into account (in addition to the results of any Appraisal,
updated Appraisal or narrative appraisal that it may have obtained
pursuant to this Agreement within the prior nine (9) months),
among other factors, the period and amount of the occupancy level and
physical condition of the related Mortgaged Property and
the state of the local economy. If the offeror is an Interested Person (provided
 that the Trustee may not be an offeror),
the Trustee shall determine whether the offer constitutes a fair price
unless such offer by an Interested Person (i) is equal
to or greater than the applicable Purchase Price and (ii) is the
highest offer received. Absent an offer at least equal to
the Purchase Price, no offer from an Interested Person shall constitute a
 fair price unless (x) it is the highest offer received
and (y) at least two (2) other offers are received from independent
 third parties.


 






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The Trustee shall act in a commercially
reasonable manner in making such determination. In determining whether any offer received from an Interested Person represents
a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of
the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the
absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will
be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything
 contained in the preceding paragraph to the contrary, if the Trustee is
 required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the
 expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that
has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such
Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be
entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals,
inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable
by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially
reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to
collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the
Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable
Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase
any Specially Serviced Loan.


 


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on consultation set forth in
and in accordance with Section 6.08(a) (in each case, unless a
Consultation Termination Event shall have occurred and be
continuing and other than with respect to any Mortgage Loan that is an
Excluded Loan as to such party) and, in the case of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the
related Companion Holder), in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor
Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, in the case of a
sale of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder (as a collective
whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender). In addition,
the Special Servicer may accept a lower offer from any
Person other than an Affiliate of the Special Servicer if it determines,
 in accordance with the


 






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Servicing
 Standard, that the acceptance
of such offer would be in the best interests of the Holders of
Certificates and, in the case of a sale of a Serviced Whole Loan
or an REO Property related to a Serviced Whole Loan, the related
Companion Holder (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder constituted a single
lender) (for example, if the prospective buyer making the
lower offer is more likely to perform its obligations, or the terms
offered by the prospective buyer making the lower offer are
more favorable); provided that the offeror is not the Special
Servicer or a Person that is an Affiliate of the Special
Servicer. The Special Servicer shall use reasonable efforts to sell all
Defaulted Loans prior to the Rated Final Distribution
Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required
to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)          Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a),
 the Special Servicer shall pursue such
other resolution strategies with respect to such Specially Serviced
Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset
Status Report and the Servicing Standard and the REMIC
Provisions.


 


(b)          (i)  The
Special
 Servicer may purchase any REO Property at the Purchase Price therefor
(in the case of a Serviced Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion
relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a
Serviced Whole Loan, such sale shall be a sale of the
entire REO Property, including the portion relating to the related
Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the
 best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master
Servicer, each Companion Holder, the Certificate Administrator
and the Directing Certificateholder and the Risk Retention Consultation
Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, in respect of any Mortgage
Loan other than an Excluded Loan as to such party and prior
to the occurrence and continuance of a Consultation Termination Event)
not less than ten (10) days’ prior written notice
of the Purchase Price and its intention to (x) purchase any REO
Property at the Purchase Price therefor or (y) sell
any REO Property, in which case the Special Servicer shall accept the
highest offer received from any Person for any REO Property
in an amount at least equal to the Purchase Price therefor. To the
extent permitted by applicable law, and subject to the Servicing
Standard, the Master Servicer, an Affiliate of the Master Servicer, the
Special Servicer or an Affiliate of the Special Servicer,
or an employee of either of them may act as broker in connection with
the sale of any REO Property and may retain from the proceeds
of such sale a brokerage commission that does not exceed the commission
that would have been earned by an independent broker pursuant
to a brokerage agreement entered into at arm’s length.


 


(A)          In
the absence of any such offer as set forth in clause (i) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an


 






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Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable
Purchase Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal
to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer
received and (B) at least two (2) other offers are received from independent third parties. Notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase
any REO Property pursuant hereto.


 


(B)          The
Special
 Servicer shall not be obligated by either of the foregoing paragraphs
or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard,
that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan,
the related Companion Holder, and in either case, as a
collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu
 nature of
any Serviced Companion Loans) (for example, if the prospective buyer
making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are
 more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(C)          In
determining
 whether any offer received from an Interested Person represents a fair
price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent
appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination.
The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person
 purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such
third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use
efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the
applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by
 the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing
Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for
any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any
appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other


 






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factors, the physical condition of such REO Property, the state of the local
economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to
 the Servicing Standard, the Special Servicer shall act on behalf of the
 Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with
the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO
Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment
and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the
Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any
Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special
Servicer or the Trustee.


 


(c)          Any
sale
 of a Defaulted Loan or any REO Property shall be for cash only (unless
changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for
other consideration).


 


(d)          With
respect
 to each Serviced Pari Passu Whole Loan, pursuant to the terms of the
related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan,
and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16,
 then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such
Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a
determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for a Serviced Whole Loan, such
determination shall be made by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special
Servicer will not be permitted to sell the related Mortgage
Loan together with the related Serviced Pari Passu Companion Loan(s) if
it becomes a defaulted Whole Loan without the written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided
 that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or
 an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion
 Loan: (a) at least fifteen (15) Business Days prior
written notice of any decision to attempt to sell such Serviced Whole
Loan; (b) at least ten (10) days prior to the permitted
sale date, a copy of each bid package (together with any amendments to
such bid packages) received by the Special Servicer in
connection with any such proposed sale; (c) at least ten (10) days
prior to the proposed sale date, a copy of the most recent
appraisal for such Serviced Pari Passu Whole Loan, and any documents in
the servicing file reasonably requested by the holder
of the related Serviced Pari Passu Companion Loan; and (d) until the
sale is completed, and a reasonable period of time (but no
less time than is afforded to other offerors and the Directing
Certificateholder and the Risk Retention Consultation Party) prior
to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents
that are approved by the Master


 






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Servicer or the Special Servicer in connection with the proposed sale. The holder of the related
Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan;
however, the related Mortgagor and its agents and Affiliates
shall not be permitted to submit an offer at such sale. Notwithstanding
the foregoing, with respect to each Serviced Whole Loan, the holder of
the related Companion Loan may waive any of the delivery
or timing requirements set forth in this paragraph with respect to the
related Whole Loan. If the Trustee is required to determine
whether a cash offer by an Interested Person constitutes a fair price,
the Trustee shall (at the expense of the offering Interested
Person purchaser) designate an independent third party expert in real
estate or commercial mortgage loan matters with at least
five (5) years’ experience in valuing loans similar to the subject
Mortgage Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair
price for such Mortgage Loan. The Trustee shall act in
a commercially reasonable manner in making such determination. If the
Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third
party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value
 incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the
Special Servicer shall use efforts consistent with the
Servicing Standard to collect payment from such Interested Person. If
such expense is not paid by the applicable Interested Person
within thirty (30) days of demand for payment, such expense shall be
reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts
consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person.


 


(e)          (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the
terms of the related Intercreditor Agreement, the holder
of the related AB Subordinate Companion Loan for each applicable
Serviced AB Whole Loan will have the right to purchase the related
Mortgage Loan or related REO Property, as applicable. Such right of the
holder of the AB Subordinate Companion Loan shall be given
priority over any provision described in this Section 3.16 as and
 to the extent set forth in the related Intercreditor
Agreement. If the related Mortgage Loan or related REO Property is
purchased by the holder of such AB Subordinate Companion Loan,
repurchased by the applicable Mortgage Loan Seller or otherwise ceases
to be subject to this Agreement, the related AB Subordinate
Companion Loan will no longer be subject to this Agreement.


 


(ii)          Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine
lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto,
 as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)          In
the
 event the Master Servicer or the Special Servicer has the right to
purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor
the Special Servicer shall exercise such right.


 






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Section
3.17     Additional Obligations of Master Servicer and Special Servicer. (a)  The
Master
 Servicer shall deliver all Compensating Interest Payments (other than
the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution
Account on each P&I Advance Date, without any right of reimbursement
 therefor. The Master Servicer shall deliver the portion
of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan to the Companion Paying Agent for deposit
in the Companion Distribution Account on each P&I Advance Date,
without any right of reimbursement therefor.


 


(b)          The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one month periods for a total period not to exceed twelve (12) months (provided
 that, other than in
the case of an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling
Class, any such deferral exceeding six (6) months shall require, prior
to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election
 to so defer or not to defer shall be deemed to be in
accordance with the Servicing Standard. If the Master Servicer or the
Trustee makes such an election at its sole option and in
its sole discretion to defer reimbursement with respect to all or a
portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent collection period (subject, again, to the same sole
option to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior to
payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from
the reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution
Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to
be received until the end of such Collection Period before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof; provided, however,
 that if, at any time the Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to
refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a Collection
Period will exceed the full amount of the principal portion
of general collections on or in respect of Mortgage Loans deposited in
the Collection Account for such Distribution Date, then
the Master Servicer or the Trustee, as applicable, shall use its
reasonable efforts to give the 17g-5 Information Provider fifteen
(15) days’ notice of such determination for posting on the 17g-5
Information Provider’s


 






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Website pursuant to Section
3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the Master Servicer
or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could
jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in
clause (i) above, or (iii) in the case of the Master
Servicer, it has not timely received from the Trustee information
required by the Master Servicer to determine whether to defer
reimbursement for a Nonrecoverable Advance. If any of the circumstances
described in clause (i), (ii) or (iii) of the
foregoing sentence apply, the Master Servicer or Trustee,
as applicable, shall give the 17g-5 Information Provider a notice for
posting of the anticipated reimbursement as soon as reasonably
practicable. Notwithstanding the foregoing, failure to give notice as
required by the preceding or second preceding sentence shall
in no way affect the Master Servicer’s or the Trustee’s election whether
 to refrain from obtaining such reimbursement
or right to obtain such reimbursement as described in this Section 3.17(c).
 Nothing herein shall give the Master Servicer
or the Trustee the right to defer reimbursement of a Nonrecoverable
Advance to the extent of any principal collections then available
in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall
have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by
this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17 or to comply with the terms
of this Section 3.17 and the other provisions of this Agreement that apply once such an election, if any, has been made;
provided, however, that the fact that a decision to
recover such Nonrecoverable Advances over time, or not to do
so, benefits some classes of Certificateholders to the detriment of
other classes shall not, with respect to the Master Servicer
or the Special Servicer, as applicable, constitute a violation of the
Servicing Standard and/or with respect to the Trustee (solely
in its capacity as Trustee), constitute a violation of any fiduciary
duty to Certificateholders or any contractual obligation
hereunder. If the Master Servicer or the Trustee, as the case may be,
determines, in its sole discretion, to fully recover the
Nonrecoverable Advances immediately instead of deferring such
reimbursement, then the Master Servicer or the Trustee, as applicable,
shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all
amounts in the Collection Account for such Distribution Date (deemed first from principal and then
 from interest).
Any such election by any such party to refrain from reimbursing itself
or obtaining reimbursement for any Nonrecoverable Advance
or portion thereof with respect to any one or more collection periods
shall not limit the accrual of interest at the Reimbursement
Rate on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. The Master
Servicer’s or the Trustee’s, as the case may be, agreement to defer
reimbursement of such Nonrecoverable Advances
as set forth above is an accommodation to the Certificateholders and
shall not be construed as an obligation on the part of the
Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over
 the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise)
and


 






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accrued
 interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of
Nonrecoverable Advances shall be deemed to be in accordance with
the Servicing Standard and none of the Master Servicer, the Trustee or
the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the
Companion Holders for any such election that such party makes
as contemplated by this Section 3.17 or for any losses, damages
or other adverse economic or other effects that may arise
from such an election, nor shall such election constitute a violation of
 the Servicing Standard or any duty under this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability
whatsoever for making an election, or refraining from making
an election, that is authorized under this Section 3.17(c).


 


No
determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of
Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect
 to any modification or amendment of any Intercreditor Agreement related
 to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall
provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall
promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)          With
respect
 to any Mortgage Loan (or Serviced Whole Loan), if the related loan
documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the
related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a
reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will
 instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would
 be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan,
 or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard
 and the loan documents, upon a subsequent default.


 


(e)          Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or
amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents. (a)  The Special Servicer
shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that
involve a Major Decision or Special Servicer Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are
not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially
Serviced Loan


 






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and does not involve a Major Decision or a Special Servicer Decision. Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section
3.18(m) and Section 6.08, but subject to any other conditions
 set forth thereunder and, with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole
Loan (and with respect to any Serviced Whole Loan, subject
to the rights of the related Companion Holder, as applicable, to advise
or consult with the Special Servicer with respect to,
or to consent to, a modification, waiver or amendment, in each case,
pursuant to the terms of the related Intercreditor Agreement),
the Special Servicer shall not modify, waive or amend the terms of a
Mortgage Loan and/or related Companion Loan that would constitute
a Major Decision without (x) (i) prior to the occurrence of a
Control Termination Event and (ii) other than with
respect to any Excluded Loan with respect to the Directing
Certificateholder, the consent (or deemed consent) of the Directing
Certificateholder having been obtained by the Special Servicer to the
extent required by, and pursuant to the process described
under, Section 6.08(a) or (y) (i) after the occurrence
and during the continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan with respect
to the Directing Certificateholder, but prior to the occurrence
and continuance of a Consultation Termination Event, the Special
Servicer having consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered
into pursuant to this Section 3.18(a) shall extend the Maturity
Date beyond the earlier of (i) five (5) years prior
to the Rated Final Distribution Date and (ii) in the case of a
Mortgage Loan secured solely or primarily by a leasehold estate
and not also the related fee interest, the date twenty (20) years or, to
 the extent consistent with the Servicing Standard giving
due consideration to the remaining term of the Ground Lease, ten (10)
years, prior to the expiration of such leasehold estate.
If such extension would extend the Maturity Date of such Mortgage Loan
and/or related Companion Loan for more than twelve (12)
months from and after the original Maturity Date of such Mortgage Loan
and/or related Companion Loan and such Mortgage Loan and/or
related Companion Loan is not in default or default with respect thereto
 is not reasonably foreseeable, prior to any such extension,
(1) the Special Servicer shall provide the Trustee, the Certificate
 Administrator, the Master Servicer, the Operating Advisor,
the Directing Certificateholder and the Risk Retention Consultation
Party (in the case of the Directing Certificateholder and
the Risk Retention Consultation Party, (i) prior to the occurrence
and continuance of a Consultation Termination Event and
(ii) other than with respect to any Mortgage Loan that is an
Excluded Loan as to such party), with an Opinion of Counsel
(at the expense of the related Mortgagor to the extent permitted under
the Mortgage Loan documents and, if not required or permitted
to be paid by the Mortgagor, to be paid as an expense of the Trust in
accordance with Section 3.11(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan
and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to
 the Servicing Standard, (x) prior to the occurrence and
continuance of a Control Termination Event and other than with respect
to any Excluded Loan with respect to the Directing Certificateholder,
the Special Servicer shall obtain the consent (or deemed consent) of the
 Directing Certificateholder, (y) after the occurrence
and during the continuance of a Control Termination Event, but prior to
the occurrence and continuance of a Consultation Termination
Event, and other than with respect to any Excluded Loan with respect to
the Directing Certificateholder, consult with the Directing
Certificateholder and (z) (i) prior to the occurrence and continuance of
 a Consultation Termination Event, with respect to any
Specially Serviced Loan other than an Excluded Loan with respect to the
Risk Retention


 






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Consultation
 Party and (ii) after the occurrence
and during the continuance of a Consultation Termination Event, with
respect to any Mortgage Loan other than an Excluded Loan
with respect to the Risk Retention Consultation Party, consult with the
Risk Retention Consultation Party, in each case, pursuant
to the process described in Section 6.08(a).


 


Additionally,
the Special Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would
constitute a Special Servicer Decision under any of clauses (d), (e), (f) and (g) of the definition of “Special
Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than
with respect to any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder has consented
in writing within ten (10) Business Days (or, with respect to clause (g) of the definition of “Special Servicer
Decision”, five (5) business days) after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Special Servicer in order to grant or withhold such consent (provided
 that if such written consent has
not been received by the Special Servicer within such ten
(10) Business Day (or five (5) Business Day, as applicable) period,
then the Directing Certificateholder will be deemed to have approved
such action) or (y) (i) after the occurrence and
during the continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan with respect
to the Directing Certificateholder, but prior to the occurrence and
continuance of a Consultation Termination Event, the Special
Servicer having consulted with the Directing Certificateholder. In the
event the Special Servicer receives no response from the
Directing Certificateholder within ten (10) Business Days (or, with
respect to clause (g) of the definition of "Special
Servicer Decision”, five (5) business days) following its written request for input on any required consultation, the Special
Servicer shall not be obligated to consult with the Directing Certificateholder, as applicable, on the specific matter; provided,
however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from
consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan with respect to the Directing Certificateholder) or Serviced Whole Loan.


 


Notwithstanding
the
 foregoing, subject to the rights of the related Companion Holder to
advise the Master Servicer with respect to, or consent
to, such modification, waiver or amendment pursuant to the terms of the
related Intercreditor Agreement, the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the
 Special Servicer or the Directing Certificateholder,
may modify or amend the terms of any Non-Specially Serviced Loan and/or
related Serviced Companion Loan in order to (i) cure
any ambiguity or mistake therein or (ii) correct or supplement any
provisions therein which may be inconsistent with any
other provisions therein or correct any error; provided that, if the
Mortgage Loan (other than any Non-Serviced Mortgage Loan)
and/or related Serviced Companion Loan is not in default or default with
 respect thereto is not reasonably foreseeable, such modification
or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or
more other


 






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parcels
 of real property at any time the Mortgage Loan and/or related Serviced
Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced
Companion Loan documents or default with respect thereto is
not reasonably foreseeable unless (i) the Master Servicer or the
Special Servicer, as the case may be, obtains Rating Agency
Confirmation from each Rating Agency (and delivers such Rating Agency
Confirmation to the Directing Certificateholder and the
Risk Retention Consultation Party, if permitted by the applicable Rating
 Agency) and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25))
and
 (ii) such substitution would not be a “significant modification”
of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and
the Master Servicer or the Special Servicer, as the case may be, may
obtain and rely upon an Opinion of Counsel (at the expense
of the related Mortgagor if not prohibited by the terms of the related
Mortgage Loan documents, and if so prohibited, at the expense
of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a)
 that constitutes a Special Servicer Decision or Major
Decision with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan, the Master Servicer shall promptly forward such
request to the Special Servicer and the Special Servicer shall process
such request (including, without limitation, interfacing
with the Mortgagor) and except as provided in the next sentence, the
Master Servicer shall have no further obligation with respect
to such request or the Major Decision or Special Servicer Decision. The
Master Servicer will deliver to the Special Servicer any
additional information in the Master Servicer’s possession requested by
the Special Servicer relating to such Major Decision.
The Master Servicer shall not be permitted to process any such Major
Decision or Special Servicer Decision and shall not be required
to interface with the Mortgagor or provide a written recommendation
and/or analysis with respect to any such Major Decision or
Special Servicer Decision.


 


(b)          If
the
 Special Servicer determines that a modification, waiver or amendment
(including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to
the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the
release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a
payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer’s
judgment, reasonably foreseeable (as evidenced by
an Officer’s Certificate of the Special Servicer), is reasonably likely
to produce a greater (or equivalent) recovery on
a net present value basis (the relevant discounting to be performed at
the related Mortgage Rate) to the Trust and, if applicable,
the Companion Holders, as the holders of the related Serviced Companion
Loan, than liquidation of such Specially Serviced Loan,
then the Special Servicer may agree to a modification, waiver or
amendment of such Specially Serviced Loan, subject to (w) the
provisions of this Section 3.18(b) and Section 3.18(c),
(x) with respect to any such Specially Serviced Loan other
than an Excluded Loan with respect to the Directing Certificateholder,
prior to the occurrence and continuance of a Control Termination
Event, the approval of the Directing Certificateholder (or after the
occurrence and


 






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during
 the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation
Termination Event, upon consultation with the Directing
Certificateholder)
as provided in Section 6.08, (y) with respect to any such Specially Serviced Loan other than an Excluded Loan with respect
to the Risk Retention Consultation Party, upon consultation with the Risk Retention Consultation Party as provided in Section
6.08, and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder
or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related
mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or
amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as
applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in
the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights, and the
Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further,
 that
in the case of any release or substitution of collateral (other than a
defeasance), the Special Servicer shall have obtained and
provided to the Trustee and the Certificate Administrator an Opinion of
Counsel that such release or substitution would not be
a “significant modification” of the Mortgage Loan within the meaning of
Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan
with respect to the Directing Certificateholder (regardless of whether a
 Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a
non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor


 


In
connection
 with (i) the release of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property from the lien of the related Mortgage or
(ii) the taking of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion of such Mortgaged
Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the Master Servicer or
the Special Servicer, as the case may be, to calculate (or
to approve the calculation of the related Mortgagor of) the
loan-to-value ratio of the remaining Mortgaged Property or Mortgaged
Properties or the fair market value of the real property constituting
the remaining Mortgaged Property or Mortgaged Properties,
for purposes of REMIC qualification of the related Mortgage Loan, then
such calculation shall, unless then permitted by the REMIC
Provisions, exclude the value of personal property and going concern
value, if any, as determined by an appropriate third party.


 


If,
following
 any such release or taking, the loan-to-value ratio as calculated is
greater than 125%, the Master Servicer or the Special
Servicer, as the case may be, shall require payment of principal by a
“qualified amount” as determined under Revenue
Procedure 2010-30 or successor provisions, unless the related Mortgagor
provides an Opinion of Counsel that if such amount is
not paid, the related Mortgage Loan will not fail to be a “qualified
mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 






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The
Special
 Servicer shall use its reasonable efforts to the extent possible to
cause each Specially Serviced Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a
modification, waiver or amendment of any term of any Specially
Serviced Loan if such modification, waiver or amendment would
(1) extend the maturity date of any such Specially Serviced
Loan to a date occurring later than the earlier of (a) five (5)
years prior to the Rated Final Distribution Date and (b) if
such Specially Serviced Loan is secured solely or primarily by a
leasehold estate and not also the related fee interest, the date
occurring twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining
term of the ground lease and (A) prior to the occurrence and continuance
 of a Control Termination Event, with the consent of the
Directing Certificateholder and (B) to the extent such modification,
waiver or amendment constitutes a Major Decision, after consultation
with the Risk Retention Consultation Party pursuant to Section 6.08(a),
 (in each case, other than with respect to
a Mortgage Loan that is an Excluded Loan as to such party), ten (10)
years prior to the expiration of such leasehold estate (including
any options to extend such leasehold estate exercisable unilaterally by
the related Mortgagor), or (2) provide for the deferral
of interest unless interest accrues on the related Mortgage Loan, or
Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on
behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion
 Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause
such consent, modification, waiver or amendment to be
a “significant modification” of the Mortgage Note within the meaning of
Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 if such
matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or
amendment constitutes a Major Decision or a Special Servicer
Decision or relates to a Specially Serviced Loan) may, consistent with
the Servicing Standard, agree to any waiver, modification
or amendment of a Mortgage Loan and/or Serviced Companion Loan that is
not in default or as to which default is not reasonably
foreseeable only if the contemplated waiver, modification or amendment
(i) will not be a “significant modification"
of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause an Adverse
REMIC Event. In making this determination, the Master Servicer or the
Special Servicer may obtain and rely upon (and shall provide
to the Trustee and the Certificate Administrator if obtained) an Opinion
 of Counsel (at the expense of the related Mortgagor or
such other Person requesting such modification or, if such expense
cannot be collected from the related Mortgagor or such other
Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided
 that the Master Servicer
or the Special Servicer, as the case may be, shall use its reasonable
efforts to collect such fee from the Mortgagor or such other
Person to the extent permitted under the related Mortgage Loan
documents). Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer


 



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may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any
prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be
due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer
each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or
indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as
the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage
Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the
 Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services
 performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,
 the
Special Servicer shall notify the Master Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor (after the
occurrence and during the continuance of a Control Termination Event),
the Directing Certificateholder and the Risk Retention
Consultation Party (in the case of the Directing Certificateholder,
other than following the occurrence and continuance of a Consultation
Termination Event, and in the case of the Directing Certificateholder or
 the Risk Retention Consultation Party, other than with
respect to any Excluded Loan as to such party), the applicable Companion
 Holder (unless, with respect to a holder of an AB Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if
applicable), the related Mortgage Loan Seller (if such Mortgage
Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder or the Risk Retention
Consultation Party) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it
is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date
thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it
is responsible for processing pursuant to Section 3.18, the
Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the
Special Servicer (and the Special Servicer shall forward
such notice to the Directing Certificateholder and the Risk Retention
Consultation Party (in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation
Termination Event and in the case of the Directing Certificateholder
or the Risk Retention Consultation Party, other than with respect to an
Excluded Loan as to such party), the applicable Companion
Holder (unless, with respect to a holder of an AB Subordinate Companion
Loan, an AB Control Appraisal Period has occurred,


 



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if
applicable)
 and the related Mortgage Loan Seller (so long as such Mortgage Loan
Seller is not the Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Certificateholder or Risk
Retention Consultation Party) and the 17g-5 Information Provider
(which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the
Custodian with a copy to the Master Servicer (if such notice
is being delivered by the Special Servicer) for deposit in the related
Mortgage File, an original counterpart of the agreement
relating to such modification, waiver or amendment, promptly (and in any
 event within ten (10) Business Days) following the execution
thereof, with a copy to the applicable Companion Holder, if any.
Following receipt of the Master Servicer’s or the Special
Servicer’s, as the case may be, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator,
the Certificate Administrator shall forward a copy thereof to each
Holder of a Certificate (other than the Class R or Class
Z Certificates). With respect to any modification, waiver or consent
that is a Master Servicer Decision pursuant to clause
(iv) of the definition of “Master Servicer Decision”, if the related
 lease affects an area greater than or equal
to 10% of net rentable area of the related Mortgaged Property and less
30% of net rentable area of the related Mortgaged Property,
the Master Servicer shall deliver to the Special Servicer a copy of the
approved lease. With respect to any modification, waiver
or consent that is a Master Servicer Decision pursuant to (vii)
of the definition of “Master Servicer Decision”,
the Master Servicer shall deliver to the Special Servicer a copy of the
approved annual budget. With respect to the processing
of any modification, waiver or consent related to any Mortgagor
incurring additional debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Sections 3.18(a) and (m)
 shall,
on or before the later of (i) 3:00 p.m. on the related P&I
 Advance Date and (ii) five (5) Business Days immediately
following the Master Servicer or the Special Servicer, as the case may
be, obtaining actual knowledge of the incurrence of such
additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form
of Exhibit JJ, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached
hereto as Exhibit DD. The notice contemplated in the
preceding sentence shall set forth, to the extent the Special
Servicer or the Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information,
(1) the amount of additional debt that was incurred in the related
Collection Period, (2) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and additional debt,
 and (3) the aggregate LTV Ratio calculated on the
basis of such Mortgage Loan and additional debt. In the event that
either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a
manner reasonably acceptable to the Master Servicer, the
Special Servicer and the Certificate Administrator, as applicable, and
the Master Servicer confirms with the Certificate Administrator
that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to
the Exchange Act, the additional report in the form of Exhibit JJ shall no longer be required hereunder. From time
to time, the Master Servicer, the Special Servicer and the Certificate Administrator may agree on a different delivery time and
format for the information set forth in this paragraph.


 


(h)       Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall
process all defeasance transactions and


 



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shall be entitled to all defeasance fees paid relating thereto (provided
 that for
the avoidance of doubt, any such defeasance fee shall not include any
Modification Fees or waiver fees in connection with a defeasance
that the Special Servicer is entitled to under this Agreement).
Notwithstanding the foregoing, the Master Servicer shall not permit
(or, with regard to any Non-Serviced Mortgage Loan, take any act in
furtherance of) the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced
 Whole Loan unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has
received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations
Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to
make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an
Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all
 payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance
with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents,
(iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the
Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however,
 that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related
 Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent
consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose
 entity to act as a successor mortgagor, if so required
by the Rating Agencies, (v) to the extent permissible under the
related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall use its reasonable efforts to
require the related Mortgagor to pay all costs of such
defeasance, including but not limited to the cost of maintaining any
successor mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
 hereto for
any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage
Loan with a Cut-off Date Balance less than $20,000,000, (ii) a
Mortgage Loan that represents less than 5% of the aggregate
Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage
Loan that is not one of the ten (10) largest Mortgage Loans
by Stated Principal Balance. Notwithstanding the foregoing, in the event
 that requiring the Mortgagor to pay for the items specified
in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the
applicable Mortgage Loan Purchase Agreement.


 






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(i)       Notwithstanding
anything
 herein or in the related Mortgage Loan documents and, if applicable,
Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within
the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced
 Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan
 documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing
Standard and the Master Servicer reasonably determines
that allowing their use would not cause a default or event of default to
 become reasonably foreseeable and the Master Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the
extent permitted under the Mortgage Loan documents and,
if applicable or Companion Loan documents or otherwise as a Trust Fund
expense) to the effect that such use would not be and would
not constitute a “significant modification” of such Mortgage Loan or
Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse
REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities
 are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency
Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided
 that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the
Certificates
pursuant to Section 3.25).


 


Notwithstanding
the
 foregoing, with respect to (i) all of the Mortgage Loans originated or
acquired by UBS AG, by and through its branch office
at 1285 Avenue of the Americas, New York, New York that are subject to
defeasance, (ii) the Mortgage Loan identified on the Mortgage
Loan Schedule as 4055 10th Avenue that was originated by
Société Générale, (iii) the Mortgage
Loans identified on the Mortgage Loan Schedule as 50 Varick Street,
DoubleTree Orlando, Macedonia Commons, Floor & Décor
/ Garden Fresh Market - Floor & Décor, The Boardwalk, Union Town
Centre and Village at Westfork that were originated
or acquired by Ladder Capital Finance LLC, (iv) the Mortgage Loans
identified on the Mortgage Loan Schedule as Hilton Garden Inn
Irvine/Orange County Airport, Grandview Shopping Center, Holiday Inn
Express Costa Mesa, Laird Vehicle R&D Facility and Candlewood
Suites Chambersburg that were originated by Rialto Mortgage Finance,
LLC, (v) all of the Mortgage Loans originated or acquired
by CIBC Inc. that are subject to defeasance, and (vi) the Mortgage Loans
 identified on the Mortgage Loan Schedule as JW Marriott
Chicago and Red Roof Inn Erlanger that were originated by Natixis Real
Estate Capital LLC, each of UBS AG, by and through its
branch office at 1285 Avenue of the Americas, New York, New York,
Société Générale, Ladder Capital
Finance LLC, Rialto Mortgage Finance, LLC, CIBC Inc. or Natixis Real
Estate Capital LLC, as applicable, has transferred to a third
party or has retained on behalf of itself or an Affiliate the right to
establish or designate the successor borrower and/or to
purchase or cause to be purchased the related defeasance collateral (any
 such right or obligation, the “Retained Defeasance
Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan for which UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, Société


 


 



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Générale,
 Ladder Capital Finance LLC, Rialto Mortgage Finance, LLC, CIBC Inc. or
Natixis Real Estate Capital LLC,
as applicable, is the related Mortgage Loan Seller, which such Mortgage
Loan provides for Retained Defeasance Rights and Obligations
in the related Mortgage Loan documents, the Master Servicer shall
provide, within five (5) Business Days of receipt of such notice,
written notice of such defeasance request to UBS AG, by and through its
branch office at 1285 Avenue of the Americas, New York,
New York, Société Générale, Ladder Capital Finance LLC, Rialto Mortgage
Finance, LLC, CIBC Inc. or
Natixis Real Estate Capital LLC, as applicable, in the case of any such
Mortgage Loan for which UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York, Société
Générale, Ladder Capital Finance
LLC, Rialto Mortgage Finance, LLC, CIBC Inc. or Natixis Real Estate
Capital LLC, as applicable, is the related Mortgage Loan Seller.
Until such time as UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York, Société
Générale, Ladder Capital Finance LLC, Rialto Mortgage Finance, LLC, CIBC
 Inc. or Natixis Real Estate Capital LLC,
as applicable, provides the Master Servicer with written notice to the
contrary, the notice of a defeasance of a Mortgage Loan
with Retained Defeasance Rights and Obligations as to which UBS AG, by
and through its branch office at 1285 Avenue of the Americas,
New York, New York, Société Générale, Ladder Capital Finance LLC, Rialto
 Mortgage Finance, LLC, CIBC
Inc. or Natixis Real Estate Capital LLC is the related Mortgage Loan
Seller shall be delivered to the related Mortgage Loan Seller
at its respective notice address provided under Section 13.05.
With respect to any Mortgage Loan originated or acquired
by UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York, Société Générale,
Ladder Capital Finance LLC, Rialto Mortgage Finance, LLC, CIBC Inc. or
Natixis Real Estate Capital LLC, as applicable, that is
subject to defeasance, if the successor borrower is not designated or
formed by UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York, Société Générale, Ladder
Capital Finance LLC, Rialto Mortgage
Finance, LLC, CIBC Inc. or Natixis Real Estate Capital LLC, as the case
may be, or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in
accordance with the Servicing Standard.


 


(j)       If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”),
 which shall
be Eligible Accounts, into which all payments received by the Master
Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer
 such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no
event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety
 (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii). To the extent not required or permitted
 to
be placed in a separate account, the Master Servicer shall deposit all
payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any
such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds"
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be


 



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maintained in the Collection Account for a period in excess of three
hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).


 


(k)       Notwithstanding
anything
 to the contrary in this Agreement, neither the Master Servicer nor the
Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a
 confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed
 by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval
or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with
respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten (10) largest Mortgage Loans a by
Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to 5% of the then-aggregate principal
balance of all Mortgage Loans or $35,000,000.


 


(l)       Notwithstanding
anything
 to the contrary in this Agreement, in connection with any modification,
 waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a
 defeasance of such collateral, the Special Servicer
shall not approve any such modification, waiver or amendment or consent
thereto without first having received a copy of an Opinion
of Counsel addressed to the Special Servicer and the Master Servicer
that such modification, waiver, consent or amendment will
not cause an Adverse REMIC Event to the extent the Special Servicer
determines in its reasonable good faith business judgment
consistent with the Servicing Standard that such Opinion of Counsel is
reasonably necessary.


 


(m)       Notwithstanding
any other provisions of this Section 3.18 or Section 3.08,
 but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder approval,
consent or consultation (except as otherwise provided below
in the definition of Master Servicer Decision), Risk Retention
Consultation Party consultation or the Special Servicer’s
approval, consent or consultation (provided that the Master
Servicer delivers notice thereof to the Special Servicer after
completion (and the Special Servicer shall promptly, prior to the
occurrence of a Consultation Termination Event and other than
in respect of any Excluded Loan with respect to the Directing
Certificateholder, deliver notice thereof to the Directing
Certificateholder,
except to the extent that the Special Servicer notifies the Master
Servicer that the Special Servicer does not desire to receive
copies of such items) take any of the following actions with respect to
Non-Specially Serviced Loans (each such action, a “Master
Servicer Decision”): (i) grant waivers of non-material covenant
 defaults (other than financial covenants and receipt
of financial statements, but including immaterial timing waivers such as
 with respect to late financial statements); (ii) consents
to releases of non-material, non-income producing parcels of a Mortgaged
 Property that do not materially affect the use or value
of the related Mortgaged Property or the ability of the related
Mortgagor to pay amounts due in respect of the Mortgage Loan as
and when due, provided such releases are required by the related
Mortgage Loan documents and there is no lender discretion permitted
under the Mortgage Loan documents; (iii) approve or consent to
grants of easements or rights of way


 



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(including,
 without limitation
for utilities, access, parking, public improvements or another purpose)
or subordination of the lien of the Mortgage Loan to easements
if the Special Servicer has determined, in accordance with the proviso
to the definition of “Special Servicer Decision”,
that such easements or rights of way do not materially affect the use or
 value of a Mortgaged Property or a Mortgagor’s
ability to make payments with respect to the related Mortgage Loan or
any related Companion Loan; (iv) grant subordination,
non-disturbance and attornment agreements and consents involving leasing
 activities that do not involve a ground lease and affect
an area less than or equal to the lesser of (a) 30% of the net
rentable area of the improvements at the Mortgaged Property
and (b) 30,000 square feet of the improvements at the Mortgaged
Property), including approval of new leases and amendments
to current leases; (v) consent to actions and releases related to
condemnation of parcels of a Mortgaged Property if the
Special Servicer has determined, in accordance with the proviso to the
definition of “Special Servicer Decision”,
that such condemnation is not with respect to a material parcel or a
material income producing parcel and such condemnation does
not materially affect the use or value of the related Mortgaged Property
 or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or Companion Loan when due;
(vi) consent to a change in property management relating
to any Mortgage Loan if the replacement property manager is not a
Borrower Party and the Mortgage Loan has an outstanding principal
balance less than $10,000,000; (vii) approve annual operating
budgets for Mortgage Loans; (viii) grant any extension or enter
into any forbearance with respect to the anticipated refinancing of a
Mortgage Loan or sale of a Mortgaged Property after the
related Maturity Date of such Mortgage Loan so long as (A) such
extension or forbearance does not extend beyond 120 days
after the related Maturity Date and (B) the related Mortgagor has
delivered documentation reasonably satisfactory in form
and substance to the Master Servicer or the Special Servicer which
provides that a refinancing of such Mortgage Loan or sale of
the related Mortgaged Property will occur within 120 days after the
 date on which such Balloon Payment will become due; (ix) any
non-material modification, amendment, consent to a non-material
modification or waiver of any term of any Intercreditor Agreement
if the Special Servicer has determined, in accordance with the proviso
to the definition of “Major Decision” that
such modification, amendment or consent is administrative in nature,
including a note-splitting amendment, provided that
if any such modification or amendment would adversely impact the Special
 Servicer, such modification or amendment will additionally
require the consent of the Special Servicer, as applicable, as a
condition to its effectiveness; (x) any determination of
Acceptable Insurance Default, except that, prior to the occurrence and
continuance of any Control Termination Event and other
than in the case of any Excluded Loan with respect to the Directing
Certificateholder, the Directing Certificateholder’s
consent (or deemed consent) shall be required for any such
determination; (xi) approve or consent to any defeasance of the
related Mortgage Loan or Serviced Companion Loan other than agreeing to
(A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents other
than direct, non-callable obligations of the United States
would be permitted or (B) a modification that would permit a
principal prepayment instead of defeasance if the Mortgage Loan
or Serviced Whole loan documents do not otherwise permit such principal
prepayment; (xii) any determination to bring a Mortgaged
Property into compliance with applicable environmental laws or to
otherwise address hazardous material located at a Mortgaged
Property subject, prior to the occurrence and continuance of a Control
Termination Event and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, to the consent (or
 deemed consent) of the


 



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Directing
 Certificateholder; (xiii) any
transfer of the Mortgaged Property that the loan documents allow without
 the consent of the mortgagee but subject to satisfaction
of conditions specified in the loan documents where no mortgagee
discretion is necessary in order to determine if such conditions
are satisfied; (xiv) to the extent not a Major Decision or a Special
Servicer Decision pursuant to clause (x) of the definition
of “Major Decision” or clause (c) of the definition of “Special
Servicer Decision”, respectively,
any requests for the funding or disbursement of amounts from any escrow
accounts, reserve funds or letters of credit held as "performance”,
“earn-out”, “holdback” or similar escrows or reserves where such request
 is for funding or disbursement
of ordinary course impounds, repair and replacement reserves, lender
approved budget and operating expenses, and tenant improvements
pursuant to an approved lease, each in accordance with the Mortgage Loan
 documents (all such fundings and disbursements being
collectively referred to as “Routine Disbursements”) or any other funding or disbursement as mutually agreed
upon by the Master Servicer and the Special Servicer; provided, however, that in the case of any Mortgage Loan whose
escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related origination date, 10% of the
initial principal balance of such Mortgage Loan (which Mortgage Loans are identified on Schedule 3
 hereto), no such funding
or disbursement of such escrows, reserves, holdbacks or letters of
credit shall be deemed to constitute a Routine Disbursement,
and shall instead constitute Special Servicer Decisions, except for the
routine funding of tax payments and insurance premiums
when due and payable; and (xv) grant or agree to any other waiver,
modification, amendment and/or consent that does not constitute
a Major Decision or a Special Servicer Decision; provided that
(w) any such action would not in any way affect a payment
term of the Certificates, (x) any such action would not constitute a
 “significant modification” of such Mortgage
Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise cause either Trust
REMIC
to fail to qualify as a REMIC for federal income tax purposes (as
evidenced by an Opinion of Counsel (at the expense of the Trust
to the extent not reimbursed or paid by the related Mortgagor), to the
extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the
 Servicing Standard, and (z) agreeing to such action
would not violate the terms, provisions or limitations of this Agreement
 or any Intercreditor Agreement; provided, further,
that, in the case of any Master Servicer Decision that requires the
consent of the Directing Certificateholder, such consent shall
be deemed given if a response to the request for consent is not provided
 within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably
requested by the Directing Certificateholder, and reasonably
available to the Master Servicer in order to grant or withhold such
consent. The foregoing is intended to be an itemization of
actions the Master Servicer may take without having to obtain the
approval of any other party and is not intended to limit the
responsibilities of the Master Servicer hereunder.


 


(n)       Neither
the
 Master Servicer nor the Special Servicer shall modify any Mortgage Loan
 into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion
 of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in
time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and
such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other
amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 






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Section
3.19     Transfer of Servicing Between the Master Servicer and the Special Servicer;
Recordkeeping; Asset Status Report. (a)  Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or
the Special Servicer, as the case may be, shall promptly give notice to the Master Servicer or the Special Servicer, as the
case may be, the Operating Advisor and ((i) prior to the occurrence and continuance of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan as to such party) the Directing Certificateholder thereof, and the
Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a
copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall
use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related
Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions
hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence
within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii) or (ix)
of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of
such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as
Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the
Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan.
The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior
to the occurrence and continuance of a Consultation Termination Event or (ii) other than with respect to any Excluded
Loan as to such party) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section
3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3)
consecutive Periodic Payments (provided that (i) no
additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the Special Servicer, and (ii) for such purposes taking
 into account any modification or amendment of such Mortgage
Loan and, if applicable, the related Companion Loan), and that no other
Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master
 Servicer, the Operating Advisor, the related Serviced
Companion Noteholder (unless with respect to an AB Subordinate Companion
 Loan an AB Control Appraisal Period has occurred) and
the Directing Certificateholder (with respect to the Directing
Certificateholder, (i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan as to such party) and shall return
the related Mortgage File and Servicing File to the Master Servicer (or
copies thereof if copies only were delivered to the Special
Servicer) and upon giving such notice, and returning such Mortgage File
and Servicing File to the Master Servicer, the Special
Servicer’s obligation


 






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to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service
and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)       In
servicing
 any Specially Serviced Loans and Serviced Companion Loans, the Special
Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for
inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master
Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan
information including correspondence with the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related
Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but
with respect to the Directing Certificateholder, only in
respect of any Mortgage Loan other than (A) any Excluded Loan as to such
 party or (B) any Serviced AB Whole Loan prior to the
occurrence of an AB Control Appraisal Period, and in any event prior to
the occurrence and continuance of a Consultation Termination
Event), the Risk Retention Consultation Party (but only with respect to
any Mortgage Loan other than an Excluded Loan as to such
party), the Operating Advisor (but, other than with respect to an
Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, only after the
occurrence and during the continuance of a Control Termination
Event) and the 17g-5 Information Provider (which shall promptly post
such report on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)) and, with respect to any
related Serviced Companion Loan, to the related Companion
Holder or, to the extent the related Serviced Companion Loan has been
included in an Other Securitization, to the applicable master
servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold; the Special Servicer shall
also deliver a summary of each Final Asset Status Report to the
Certificate Administrator and the Certificate Administrator shall
post the summary of the Final Asset Status Report to the Certificate
Administrator’s Website. Such Asset Status Report shall
set forth the following information to the extent reasonably
determinable based on the information that was delivered to the Special
Servicer in connection with the transfer of servicing pursuant to the
Servicing Transfer Event:


 


(i)       a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 






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(ii)        a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been
retained;


 


(iii)       the
most current rent roll, and income or operating statement available for the related Mortgaged Property;


 


(iv)       (A)
the
 Special Servicer’s recommendations on how such Specially Serviced Loan
might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or
debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed
sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses
of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)        the
status
 of any foreclosure actions or other proceedings undertaken with respect
 to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an
 assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)       a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)      the
decision
 that the Special Servicer made, or intends or proposes to make,
including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection
of the alternatives;


 


(viii)    an
analysis
 of whether or not taking such proposed action is reasonably likely to
produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which
the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


 


(ix)        the
appraised
 value of the related Mortgaged Property (and a copy of the last
obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged
 Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)        such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If
within
 ten (10) Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset
Status Report in writing or if the Special Servicer makes a
determination, in accordance with the Servicing Standard that the
disapproval by the Directing Certificateholder (communicated to the
Special Servicer within ten (10) Business Days) is not in
the best interest of all the Certificateholders and the holder of any


 



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related Companion Loan, as a collective whole (taking into
account the pari passu or subordinate nature of any Companion Loan), the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report; provided, however,
 that the Special Servicer may not take any action
that is contrary to applicable law, the Servicing Standard or the terms
of the applicable Mortgage Loan documents. If, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the
Directing Certificateholder or the Holder of a majority of
the Controlling Class, prior to the occurrence and continuance of any
Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of
receipt and the Special Servicer has not made the affirmative
determination described above, the Special Servicer shall revise such
Asset Status Report and deliver a new Asset Status Report
as soon as practicable, but in no event later than thirty (30) days
after such disapproval, to the Master Servicer, the Directing
Certificateholder (prior to the occurrence and continuance of a
Consultation Termination Event and, in the case of a Serviced
AB Whole Loan, only prior to the occurrence and continuance of a
Consultation Termination Event and during an AB Control Appraisal
Period with respect to the related AB Subordinate Companion Loan), the
Operating Advisor (but only after the occurrence and during
the continuance of a Control Termination Event) and the 17g-5
Information Provider (which shall promptly post such report on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other
than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status
Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised
Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of
the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu
or subordinate nature of any Companion Loan); provided that,
if the Directing Certificateholder has not approved the
Asset Status Report for a period of sixty (60) Business Days following
the first submission of an Asset Status Report, the Special
Servicer may act upon the most recently submitted form of Asset Status
Report, if consistent with the Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section
3.19(d). Notwithstanding anything herein to the contrary, with
respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class
 (regardless of whether a Control Termination Event has
occurred and is continuing), the Special Servicer shall consult with the
 Operating Advisor, on a non-binding basis, in connection
with an Asset Status Report for an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority
of the Controlling Class that includes a Major Decision and consider
alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 






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No
direction
 or disapproval of the Directing Certificateholder hereunder or under a
related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any
deemed consents or approvals) any request of the Special
Servicer, shall (a) require or cause the Special Servicer to
violate the terms of a Specially Serviced Loan, applicable law
or any provision of this Agreement, including the Special Servicer’s
obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the
grantor trust status of the Grantor Trust, or (b) result
in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions,
or (c) expose the Master Servicer, the Special Servicer, the
Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their
respective officers, directors, members, employees or agents to
any claim, suit or liability or (d) materially expand the scope of
the Special Servicer’s, the Trustee’s or the
Master Servicer’s responsibilities under this Agreement.


 


If
a
 Control Termination Event has occurred and is continuing (or, with
respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period
is in effect), the Special Servicer shall promptly deliver
each Asset Status Report prepared in connection with a Specially
Serviced Loan to the Operating Advisor (and the Directing
Certificateholder
(if no Consultation Termination Event has occurred and is continuing and
 such Specially Serviced Loan is not an Excluded Loan
as to such party)). The Operating Advisor shall provide comments to the
Special Servicer in respect of the Asset Status Report,
if any, within ten (10) Business Days following the later of
(i) receipt of such Asset Status Report or (ii) receipt
of such additional information reasonably requested by the Operating
Advisor related thereto, and propose possible alternative
courses of action to the extent it determines such alternatives to be in
 the best interest of the Certificateholders (including
any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall
consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and the Directing Certificateholder
(in each case, if no Consultation Termination Event has occurred and is
continuing and such Specially Serviced Loan is not an
Excluded Loan as to such party or a Non-Serviced Mortgage Loan)) in
connection with the Special Servicer’s preparation of
any Asset Status Report. The Special Servicer may revise the Asset
Status Report as it deems necessary to take into account any
input and/or comments from the Operating Advisor (and the Directing
Certificateholder (if no Consultation Termination Event has
occurred and is continuing and such Specially Serviced Loan is not an
Excluded Loan as to such party)), to the extent the Special
Servicer determines that the Operating Advisor’s and/or Directing
Certificateholder’s input and/or recommendations
are consistent with the Servicing Standard and in the best interest of
the Certificateholders as a collective whole (or, with
respect to a Serviced Whole Loan, the best interest of the
Certificateholders and the holders of the related Companion Loan, as
a collective whole (taking into account the pari passu or subordinate
nature of such Companion Loan)).


 


After
the
 occurrence and during the continuance of a Control Termination Event
(and at any time with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the
Directing


 



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Certificateholder
 (except with respect to any Excluded Loan as to such party) and the
Operating Advisor shall consult
with the Special Servicer and propose alternative courses of action and
provide other feedback in respect of any Asset Status
Report. The Directing Certificateholder (other than in its capacity as a
 Certificateholder) (in each case, after the occurrence
and during the continuance of a Consultation Termination Event (and at
any time with respect to any Excluded Loan as to such party)),
shall have no right to receive any Asset Status Report or otherwise
consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with
 the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the
 Asset Status Report as it deems reasonably necessary
in accordance with the Servicing Standard to take into account any input
 and/or recommendations of the Operating Advisor or the
Directing Certificateholder during the applicable periods described
above, but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing
Certificateholder


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan),
the Directing Certificateholder shall have no right to consent to any Asset Status Report under this Section 3.19.
 After
the occurrence and during the continuance of a Control Termination Event
 but prior to the occurrence and continuance of a Consultation
Termination Event, the Directing Certificateholder (except with respect
to any Excluded Loan) and after the occurrence and during
the continuance of a Control Termination Event, the Operating Advisor,
shall consult on a non-binding basis with the Special Servicer
and propose alternative courses of action and provide other feedback in
respect of any Asset Status Report. The Directing Certificateholder
(other than in its capacity as a Certificateholder) (in each case, after
 the occurrence and during the continuance of a Consultation
Termination Event (and at any time with respect to any Excluded Loan)),
shall have no right to receive any Asset Status Report
or otherwise consult with the Special Servicer with respect to Asset
Status Reports and the Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose
to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account
any input and/or recommendations of the Operating Advisor or the
Directing Certificateholder during the applicable periods described
above, but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Notwithstanding
the
 foregoing, prior to the occurrence and continuance of an AB Control
Appraisal Period with respect to an AB Subordinate Companion
Loan, the applicable Special Servicer shall prepare an Asset Status
Report for any Serviced AB Whole Loan, upon it becoming a
Specially Serviced Loan pursuant to this Agreement and the related
Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the
consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor
Agreement.


 


(e)       (i)  Upon
receiving notice of the occurrence of the events described in clause (iv) or (ix)
 of the definition of Servicing
Transfer Event (without regard to the 60-day period set forth therein),
the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the
Special Servicer with all information


 



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relating
 to the Mortgage
Loan or Serviced Companion Loan and reasonably requested by the Special
Servicer to enable it to negotiate with the related Mortgagor.
The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the
occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (ix) of the definition of
 Servicing Transfer Event (without regard to the 60-day
period set forth therein), the Master Servicer shall deliver notice
thereof to the Operating Advisor at the same time such notice
is provided to the Special Servicer pursuant to clause (i) above.


 


(f)       Prior
to
 the occurrence and continuance of a Control Termination Event, no later
 than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced
Loan, the Special Servicer shall deliver in electronic format
to the Directing Certificateholder (other than with respect to any
Excluded Loan as to such party) a draft notice that will include
a draft summary of the Final Asset Status Report (which briefly
summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Asset Status Report
with respect to a Serviced AB Mortgage Loan prior to the
occurrence and continuance of an AB Control Appraisal Period (to the
extent approved by the related AB Whole Loan Controlling
Holder), to the Directing Certificateholder). With respect to any
Mortgage Loan other than an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the
Controlling Class, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt
 of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the
Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved
 of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary
 of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special
Servicer prior to such twentieth (20th) Business Day shall
be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
 that if at
any time the Special Servicer determines that any affirmative
disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders and the holder
 of any related Companion Loan, as a collective whole
(taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the
Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b)
 notwithstanding
such disapproval. The Special Servicer shall promptly deliver (but in
any event no later than two (2) Business Days following
its completion) a copy of each Final Asset Status Report to the
Operating Advisor. The Special Servicer shall prepare a summary
of any Final Asset Status Report related to any Serviced AB Whole Loan
for which the related holder of an AB Subordinate Companion
Loan is not subject to an AB Control Appraisal Period, which Final


 



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Asset
 Status Report has been approved or deemed approved by
the holder of the related AB Subordinate Companion Loan in accordance
with the related Intercreditor Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval),
 and deliver in electronic format notice of such Final
Asset Status Report and the summary of such Final Asset Status Report to
 the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements.  (a)  The Master Servicer and the Special
Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective
obligations hereunder; provided that the Sub-Servicing Agreement
as amended or modified: (i) is consistent with this
Agreement in all material respects and requires the Sub-Servicer to
comply with all of the applicable conditions of this Agreement;
(ii) provides that if the Master Servicer or the Special Servicer,
as the case may be, shall for any reason no longer act
in such capacity hereunder (including, without limitation, by reason of a
 Servicer Termination Event), the Trustee or its designee
shall thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of
such party under such agreement, or, alternatively, may act in
accordance with Section 7.02 under the circumstances described
therein (subject to Section 3.20(g)); (iii) provides that
the Trustee (for the benefit of the Certificateholders and
the related Companion Holder (if applicable)) and the Trustee (as holder
 of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except
to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii))
 none of the Trust, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the
Certificate Administrator, the Master Servicer or Special Servicer,
as applicable, (other than the Master Servicer or Special Servicer that
enters into such Sub-Servicing Agreement) any successor
master servicer or successor special servicer or any Certificateholder
(or the related Companion Holder, if applicable) shall
have any duties under such Sub-Servicing Agreement or any liabilities
arising therefrom; (iv) permits any purchaser of a
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
 Agreement with respect to such purchased Mortgage Loan
at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated
by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons
as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification
that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be,
if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage
Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify
such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the consent
of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in accordance with Section
6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing
Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered
into, is not a Prohibited


 



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Party;
 and (ix) provides that the Sub-Servicer shall
be in default under the related Sub-Servicing Agreement and such
Sub-Servicing Agreement shall be terminated (following the expiration
of any applicable grace period) if the Sub-Servicer fails (A) to
deliver by the due date any Exchange Act reporting items
required to be delivered to the Master Servicer, the Certificate
Administrator or the Depositor under ARTICLE XI or under
the Sub-Servicing Agreement or to the applicable master servicer under
any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its
 covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act
reporting items required for any party to this Agreement
to perform its obligations under ARTICLE XI or under the Exchange
 Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to. Any successor
master servicer or successor special servicer, as applicable,
hereunder shall, upon becoming a successor master servicer or successor
special servicer, as applicable, be assigned and may assume
any Sub-Servicing Agreements from the applicable predecessor Master
Servicer or Special Servicer, as the case may be (subject
to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide
that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the
time such Mortgage Loan becomes a Specially Serviced Loan; provided, however,
 that the Sub-Servicing Agreement may
provide (if the Sub-Servicing Agreement provides for Advances by the
Sub-Servicer, although it need not so provide) that the Sub-Servicer
will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect
to Specially Serviced Loans and continue to collect its Primary
Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no
REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Loans and REO
Properties as are specifically provided for in such Sub-Servicing
Agreement. The Master Servicer or Special Servicer, as the case may be,
shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof,
entered into by it, in each case promptly upon its execution
and delivery of such documents. References in this Agreement to actions
taken or to be taken by the Master Servicer include actions
taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
 and, in connection therewith, all amounts advanced by
any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances
by the Sub-Servicer, although it need not so provide) to
satisfy the obligations of the Master Servicer hereunder to make
Advances shall be deemed to have been advanced by the Master
Servicer out of its own funds and, accordingly, in such event, such
Advances shall be recoverable by such Sub-Servicer in the
same manner and out of the same funds as if such Sub-Servicer were the
Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d),
 such interest to be allocable between the Master
Servicer and such Sub-Servicer as may be provided (if at all) pursuant
to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives
such payment. The Master Servicer or the Special Servicer, as the case
may be, shall notify the Master Servicer or the Special
Servicer, as the case may be, the Trustee and the Depositor (and the
Special Servicer shall notify the Operating Advisor) in writing
promptly of the appointment by it of any Sub-Servicer, except that the
Master Servicer need not provide such notice as to the
Initial Sub-Servicing Agreements.


 






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(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)       As
part
 of its servicing activities hereunder, the Master Servicer and the
Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related
Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial
Sub-Servicer to comply with the requirements of ARTICLE XI.
Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. The
Master Servicer shall have the right to remove a Sub-Servicer
retained by it pursuant to the terms of the related Sub-Servicing
Agreement.


 


(d)       In
the
 event the Trustee or its designee becomes a successor master servicer
and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its
expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage
Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on
behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing
Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in ARTICLE XI
with respect to the obligations of any Sub-Servicer that is an Initial
Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the
Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing
and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer
thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing
 Agreement shall provide that, in the event the Trustee or any other
Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to
terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary
provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial


 



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


 


(h)       With
respect
 to Mortgage Loans subject to a Sub-Servicing Agreement with the Master
Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the
circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including
remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or
afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)       Notwithstanding
any
 other provision of this Agreement, the Special Servicer shall not enter
 into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations
herein, without, prior to the occurrence and continuance of
any Control Termination Event and other than with respect to any
Mortgage Loan that is an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling
Class, the consent of the Directing Certificateholder, except
to the extent necessary for the Special Servicer to comply with
applicable regulatory requirements.


 


Section
3.21     Interest Reserve Account.


 


(a)       On
the
 P&I Advance Date occurring in each February and in any January that
 occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution
Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an
amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the
Distribution Date occurring in the month preceding the month in which
the P&I Advance Date occurs at the related Net Mortgage Rate, to the
 extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited in any consecutive
February and January, “Withheld Amounts”).


 


(b)       On
each
 P&I Advance Date occurring in March (or February, if the related
Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve
Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount
into the Lower-Tier REMIC Distribution Account.


 






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Section
3.22     Directing Certificateholder and Operating Advisor Contact with the Master Servicer and the
Special Servicer.  Within a reasonable time upon request
from the Directing Certificateholder or the Operating Advisor,
as applicable, and no more often than on a monthly basis, each of the
Master Servicer and the Special Servicer shall, without
charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) the Directing
Certificateholder ((i) prior to the occurrence and continuance of a
 Consultation Termination Event and (ii) other than
with respect to any Excluded Loan as to such party) and (b) upon
the occurrence and during the continuance of any Control
Termination Event, the Operating Advisor (with respect to the Special
Servicer only), regarding the performance and servicing
of the Mortgage Loans and/or REO Properties for which the Master
Servicer or the Special Servicer, as the case may be, is responsible.


 


Section
3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention
Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party.  (a)  Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit MM attached
hereto, the selection of a Directing Certificateholder or
the resignation or removal thereof. The Directing Certificateholder is
hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing
Certificateholder and when it is removed or resigns. To the extent
there is only one Controlling Class Certificateholder and it is also the
 Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall execute a certification substantially in the form of Exhibit P-1G
to this Agreement. Upon the resignation or removal of the existing
Directing Certificateholder, any successor directing certificateholder
shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


On
the Closing Date, the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H
to this Agreement. Upon the resignation or removal of the existing
Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a
certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a
 Directing Certificateholder has been selected, each of the Master
Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other
Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class
Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or the Directing Certificateholder shall have
notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each
other Controlling Class Certificateholder, in


 



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writing,
of
 the resignation of the Directing Certificateholder or the selection of a
 new Directing Certificateholder. In the event that
(i) the Master Servicer, the Certificate Administrator, the Special
 Servicer, the Trustee or the Operating Advisor receives
written notice from a majority of the Controlling Class
Certificateholders that a Directing Certificateholder is no longer
designated
and (ii) the Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) becomes the Directing Certificateholder
pursuant to the proviso of the definition of "Directing
Certificateholder”, then the Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of
the Controlling Class (or its representative) shall provide its name and
 address to the Certificate Administrator and notify the
Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor that it is the new
Directing Certificateholder; provided that the Master Servicer,
the Certificate Administrator, the Special Servicer, the
Trustee and the Operating Advisor shall be entitled to rely on the
written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate
Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class.
The foregoing provisions shall not be applicable to the Directing
Certificateholder that is a Loan-Specific Directing Certificateholder.
Additionally, once a Risk Retention Consultation Party has been
selected, each of the Master Servicer, the Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Certificateholder (or Certificate
Owner, if applicable) shall be entitled to rely on such selection unless
 the Holders of the RR Interest entitled to appoint the
Risk Retention Consultation Party, by Certificate Balance, or such Risk
Retention Consultation Party shall have notified the Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Holder of the
RR Interest, in writing, of the selection of a new Risk Retention
Consultation Party.


 


(c)       Until
it
 receives notice to the contrary, each of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent
notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk
Retention Consultation Party.


 


(d)       In
the
 event that no Directing Certificateholder or Risk Retention
Consultation Party, as applicable, has been appointed or identified
to the Master Servicer or the Special Servicer, as applicable, and the
Master Servicer or the Special Servicer, as the case may
be, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the
Master Servicer or the Special Servicer, as applicable, then until such
time as the new Directing Certificateholder or Risk Retention
Consultation Party, as applicable, is identified to the Master Servicer
or the Special Servicer, as applicable, the Master Servicer
or the Special Servicer, as applicable, shall have no duty to consult
with, provide notice to, or seek the approval or consent
of the Directing Certificateholder or Risk Retention Consultation Party,
 as the case may be.


 


(e)       Upon
request,
 the Certificate Administrator shall deliver to the Depositor, Trustee,
the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a
Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the
Certificate


 



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Register,
 including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving
notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new
Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and
 the Special Servicer. Notwithstanding the foregoing,
(a) RREF III-D U 2017-C4, LLC, shall be the initial Directing
Certificateholder (but not a Loan-Specific Directing Certificateholder)
and shall remain so until a successor is appointed pursuant to the terms
 of this Agreement or until a Consultation Termination
Event occurs and is continuing and (b) Rialto Mortgage Finance, LLC
shall be the initial Risk Retention Consultation Party and
shall remain so until a successor is appointed pursuant to the terms of
this Agreement or until a Consultation Termination Event
occurs and is continuing.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder and Risk Retention Consultation Party.


 


(f)       If
the
 Certificate Administrator determines that a Class of Book-Entry
Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the
Depository) of the Class becoming the Controlling Class.


 


(g)       Each
Certificateholder
 acknowledges and agrees, by its acceptance of its Certificates, that:
(i) the Directing Certificateholder
may have special relationships and interests that conflict with those of
 Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the
Holders of the Controlling Class or in its own interest; (iii) the
Directing Certificateholder does not have any liability or duties to the
 Holders of any Class of Certificates other than the Controlling
Class; (iv) the Directing Certificateholder that is not a
Loan-Specific Directing Certificateholder may take actions that
favor interests of the Holders of one or more Classes including the
Controlling Class over the interests of the Holders of one
or more other Classes of Certificates; and (v) the Directing
Certificateholder shall have no liability whatsoever (other than,
in the case of the Directing Certificateholder that is not a
Loan-Specific Directing Certificateholder, to a Controlling Class
Certificateholder) for having so acted as set forth in clauses (i) through (v) above, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
of the Directing Certificateholder for having so acted.


 


Each
Certificateholder
 acknowledges and agrees, by its acceptance of its Certificates, that:
(i) the Risk Retention Consultation
Party may have special relationships and interests that conflict with
those of Holders of one or more Classes of Certificates;
(ii) the Risk Retention Consultation Party may act solely in the
interests of the Holders of the RR Interest; (iii) the
Risk Retention Consultation Party does not have any liability or duties
to the Holders of any Class of Certificates other than
the RR Interest; (iv) the Risk Retention Consultation Party may
take actions that favor interests of the Holders of one or
more Classes including the RR Interest over the interests of the Holders
 of one or more other Classes of Certificates; and (v) the
Risk Retention Consultation Party shall have no liability whatsoever
(other than to a Holder of


 



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an RR Interest) for having so
acted as set forth in clauses (i) through (iv) above,
 and no Certificateholder may take any action whatsoever
against the Risk Retention Consultation Party or any director, officer,
employee, agent or principal of the Risk Retention Consultation
Party for having so acted.


 


(h)       (i)
All
 requirements of the Master Servicer and the Special Servicer to provide
 notices, reports, statements or other information
(including the access to information on a website) to the Directing
Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the
related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that nothing in this subsection (g) shall in any way eliminate the
obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)       Until
it
 receives notice to the contrary, each of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent
notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing
Certificateholder, the Risk Retention Consultation Party and any AB
Whole Loan Controlling Holder.


 


(j)       With
respect
 to a Serviced Whole Loan and any approval and consent rights in this
Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such
rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)       At
any
 time that the Controlling Class Certificateholder is the Holder of a
majority of the Class G Certificates and the Class G
Certificates are the Controlling Class may waive its right (a) to
appoint the Directing Certificateholder and (b) to exercise
any of the Directing Certificateholder’s rights under this Agreement by
irrevocable written notice delivered to the Depositor,
the Certificate Administrator (which shall be via email to
trustadministrationgroup@wellsfargo.com), the Master Servicer, the
Special Servicer and the Operating Advisor. Notwithstanding anything to
the contrary contained herein, during such time as a Control
Termination Event or Consultation Termination Event is in existence
solely as a result of the operation of clause (ii)
of the definition of Control Termination Event and clause (ii)
 of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall
be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling
Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder
 has sold or transferred all or a portion of its interest
in the Class G Certificates if such unaffiliated third party holds the
majority of the Controlling Class after giving effect to
such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder


 



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or
 cause the exercise of the rights of the Directing Certificateholder)
without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The
Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to
exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of
the rights of the Controlling Class Certificateholder.
No Non-Waiving Successor described above shall have any consent rights
with respect to any Mortgage Loan that became a Specially
Serviced Loan prior to the sale or transfer of the Class G Certificates
to the Non-Waiving Successor and had not also become a
Corrected Loan prior to such sale or transfer until such time as such
Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon
 its determination of a change in the Controlling Class, the Certificate
 Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the
identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor
notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining
such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the
Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control
Termination Event or (ii) any Consultation Termination
Event. Upon the Certificate Administrator’s determination that a Control
 Termination Event or a Consultation Termination
Event has occurred or is terminated, the Certificate Administrator
shall, within ten (10) Business Days, post a "special
notice” on the Certificate Administrator’s Website pursuant to this
provision.


 


In
the
 event that a Control Termination Event has occurred pursuant to clause
(i) of the definition thereof, such special notice
shall state “A Control Termination Event has occurred due to the
reduction of the Certificate Balance of the Class G Certificates
to less than 25% of the aggregate Original Certificate Balance thereof,
with regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 


In
the
 event that a Consultation Termination Event has occurred pursuant to
clause (i) of the definition thereof, such special notice
shall state “A Consultation Termination Event has occurred due to the
reduction of the Certificate Balance of the Class
G Certificates to less than 25% of the aggregate Original Certificate
Balance thereof, without regard to the application of any
Cumulative Appraisal Reduction Amounts.”


 


In
the
 event that a Control Termination Event or Consultation Termination
Event has occurred pursuant to clause (ii) of the definition
of each of such terms, such special notice shall state “A Control
Termination Event and a Consultation Termination Event
has occurred due to the irrevocable waiver by the applicable Controlling
 Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In
the
 event that a Consultation Termination Event has occurred due to the
reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without
regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination
Event has occurred because no Class of Control Eligible
Certificates exists where such class’s aggregate Certificate


 



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Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class G Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM
that results in a termination of a Control Termination Event or a
Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination
Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class
Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing
 Certificateholder shall not have any consent or consultation rights
with respect to any Mortgage Loan determined to
be an Excluded Loan as to either the Directing Certificateholder or the
Holder of the majority of the Controlling Class. Likewise,
the Risk Retention Consultation Party shall not have any consultation
rights with respect to any Mortgage Loan determined to be
an Excluded Loan as to either such Risk Retention Consultation Party or
the Holder of the majority of the RR Interest. In either
such case, in respect of the servicing of any such Excluded Loan, a
Control Termination Event and Consultation Termination Event
shall be deemed to have occurred with respect to an Excluded Loan.


 


Section
3.24     Intercreditor Agreements.  (a)  The
 Master Servicer and Special
Servicer acknowledge and agree that each Serviced Whole Loan being
serviced under this Agreement and each Mortgage Loan with mezzanine
debt is subject to the terms and provisions of the related Intercreditor
 Agreement and each agrees to service each such Serviced
Whole Loan, and each Mortgage Loan with mezzanine debt, in accordance
with the related Intercreditor Agreement and this Agreement,
including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related
Intercreditor Agreement and, in the event of any conflict between the
provisions of this Agreement and the related Intercreditor
Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the
Master Servicer and Special Servicer agrees not to take any action with
respect to a Serviced Whole Loan, or a Mortgage Loan with
mezzanine debt, or the related Mortgaged Property without the prior
consent of the related Companion Holder or mezzanine lender,
as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender,
as applicable, is required or permitted to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges
and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and
 the related Intercreditor Agreement to the extent provided
for therein. The Master Servicer and the Special Servicer further
acknowledge and agree that any AB Whole Loan Controlling Holder
will have the right to replace the applicable Special Servicer solely
with respect to the related Serviced AB Whole Loan, to the
extent provided for herein and in the related Intercreditor Agreement.


 


(b)       Neither
the
 Master Servicer nor the Special Servicer shall have any liability for
any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related
Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement.
Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the


 



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Special
 Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special
Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes
 or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor
Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no
 event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion
Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact
information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively
entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the
related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as the case may be, be required
 to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder or
consult with a new Risk Retention Consultation Party unless
the Certificate Administrator has delivered notice to the Master
Servicer or the Special Servicer, as applicable, as required
under Section 3.23(e) or the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity
and contact information of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention
Consultation Party.


 


(c)       No
direction
 or disapproval of the Companion Holders or any mezzanine lender shall
(a) require or cause the Master Servicer
or the Special Servicer to violate the terms of a Mortgage Loan or
Serviced Companion Loan, applicable law or any provision of
this Agreement, including the Master Servicer’s or the Special
Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC
and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s,
Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)       With
respect
 to any Serviced Pari Passu Companion Loan, notwithstanding any rights
the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult
with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related
Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with
any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to
exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in
conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk
Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this
 Agreement to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall consult, seek the approval
or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such
Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the
related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall 


 



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deliver reports
and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)       Notwithstanding
anything
 in this Agreement to the contrary, the Special Servicer shall be
required (1) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class
Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to a Serviced
Whole Loan to the related Companion Holder, within the same time frame
it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually
required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control
Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (2) to consult with any
related Companion Holder on a strictly non-binding basis, to
the extent having received such notices, information and reports, such
related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to a
Serviced Whole Loan, and consider alternative actions recommended by
such related Companion Holder; provided that after
the expiration of a period of ten (10) Business Days from the delivery
to such related Companion Holder by the Special Servicer
of written notice of a proposed action, together with copies of the
notice, information and report required to be provided to
the Controlling Class Certificateholder, the Special Servicer shall no
longer be obligated to consult with such related Companion
Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special
Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such
ten (10) Business Day period shall be deemed to begin anew from the date
 of such proposal and delivery of all information relating
thereto). Notwithstanding the consultation rights of the related
Companion Holder set forth in the immediately preceding sentence,
the Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Special
Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the
related Companion Holder. In no event shall the Special
Servicer be obligated at any time to follow or take any alternative
actions recommended by the related Companion Holder.


 


(f)       In
addition
 to the consultation rights of the holder of a Serviced Pari Passu
Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in
person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as the case may be) annual meetings with
the Master Servicer or the Special Servicer at the offices
of the Master Servicer or the Special Servicer, as applicable, upon
reasonable notice and at times reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable, in which
servicing issues related to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 






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(h)       With
respect
 to the Serviced AB Whole Loan, notwithstanding any rights the Directing
 Certificateholder hereunder may have to consult
with respect to any action or other matter with respect to the servicing
 of such Serviced AB Whole Loan, to the extent the related
Intercreditor Agreement provides that such right is exercisable by the
related Subordinate Companion Holder or its representative
or is exercisable in conjunction with the related Subordinate Companion
Holder, then the Directing Certificateholder shall not
be permitted to exercise such right. Additionally, notwithstanding
anything in this Agreement to the contrary, the Special Servicer
shall consult with, seek the approval of, or obtain the consent of the
Subordinate Companion Holder or its representative with
respect to any matters with respect to the servicing of the related
Subordinate Companion Loan to the extent required under the
related Intercreditor Agreement and shall not take such actions
requiring consent of or consultation with such Subordinate Companion
Holder or its representative without such consent or consultation (or
deemed consent or consultation). In addition, notwithstanding
anything to the contrary, the Master Servicer or Special Servicer, as
applicable, shall deliver information, reports and notices
to the Subordinate Companion Holder or its representative as and to the
extent required under the related Intercreditor Agreement; provided that
if
 such Subordinate Companion Holder is a Borrower Party with respect to
the related Mortgage Loan, then such Subordinate Companion
Holder shall not be entitled to receive any information that would
constitute Excluded Information if such AB Whole Loan were
an Excluded Controlling Class Loan. Each of the Master Servicer and the
Special Servicer further acknowledges and agrees that
any AB Whole Loan Controlling Holder will have the right to exercise the
 rights of the Directing Certificateholder under this
Agreement to the extent provided for in, and subject to the terms of,
the related Intercreditor Agreement.


 


(i)    
   To the extent not otherwise expressly included herein, any provisions required to be included herein
pursuant to any Intercreditor Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto
shall comply with those provisions as if set forth herein in full.


 


Section
3.25     Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents
or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”)
 required to
obtain such Rating Agency Confirmation from each Rating Agency has made a
 request to any Rating Agency for such Rating Agency
Confirmation and, within ten (10) Business Days of the Rating Agency
Confirmation request being posted to the 17g-5 Information
Provider’s Website, such Rating Agency has not replied to such request
or has responded in a manner that indicates that
such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation, then such RAC
Requesting Party shall be required to confirm (through direct
communication and not by posting any confirmation on the 17g-5
Information
Provider’s Website) that the applicable Rating Agency has received the
Rating Agency Confirmation request, and, if it has
not, promptly request the related Rating Agency Confirmation again. The
circumstances described in the preceding sentence are
referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request
for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated
to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 






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If
there
 is no response to such Rating Agency Confirmation request within five
(5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner
that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation,
 then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect
to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y)
 below), the requirement to obtain a Rating
Agency Confirmation shall be deemed not to apply (as if such requirement
 did not exist) with respect to such Rating Agency and
the Master Servicer or the Special Servicer, as the case may be, may
then take such action if the Master Servicer or the Special
Servicer, as the case may be, confirms its original determination (made
prior to making such request) that taking the action with
respect to which it requested the Rating Agency Confirmation would still
 be consistent with the Servicing Standard, and (y) with
respect to a replacement of the Master Servicer or the Special Servicer,
 such condition shall be deemed not to apply (as if such
requirement did not exist) if (i) the applicable replacement master
servicer or special servicer has been appointed and currently
serves as a master servicer or special servicer, as applicable, on a
transaction-level basis on a CMBS transaction currently rated
by Moody’s that currently has securities outstanding and for which
Moody’s has not cited servicing concerns with respect
to the applicable replacement master servicer or special servicer as the
 sole or material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in
contemplation of a rating downgrade or withdrawal)
of securities in a commercial mortgage-backed securitization transaction
 serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s is
the non-responding Rating Agency, (ii) the applicable
replacement master servicer or special servicer is rated at least “CMS3"
 (in the case of the replacement master servicer)
or “CSS3” (in the case of the replacement special servicer), if Fitch is
 the non-responding Rating Agency, (iii) KBRA
has not publicly cited servicing concerns with respect to the applicable
 replacement master servicer or special servicer as the
sole or a material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in
any other commercial mortgage-backed securitization transaction
and serviced by the applicable replacement master servicer or special
servicer prior to the time of determination, if KBRA is
the non-responding Rating Agency or (iv) it is listed on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if
 S&P is the non-responding Rating Agency.


 


Any
Rating
 Agency Confirmation request made by the Master Servicer, Special
Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing
shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material
necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in
electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the


 






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Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of
the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the
Mortgage Loan documents for which the Master Servicer or
the Special Servicer would have been permitted to waive obtaining or to
make a determination with respect to such Rating Agency
Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26     The Operating Advisor. (a)  The Operating Advisor shall promptly review
(i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates
to any Specially Serviced Loan, and (B) that is contained in the CREFC®
 Servicer Watch List prepared by the
Master Servicer and (ii) each Final Asset Status Report delivered
to the Operating Advisor by the Special Servicer. The Operating
Advisor shall perform its duties hereunder in accordance with the
Operating Advisor Standard.


 


(b)       The
Operating
 Advisor and its Affiliates will be obligated to keep confidential any
information appropriately labeled "Privileged
Information” received from the Special Servicer or Directing
Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without
limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any Privileged Information Exemption,
law, rule, regulation, order, judgment or decree requiring
the disclosure of such Privileged Information. Subject to the terms and
conditions in this Agreement related to Privileged Information,
the Operating Advisor agrees that it shall use information received from
 the Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations
hereunder.


 


(c)       
(i)
 After the occurrence and during the continuance of a Control
Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status
 Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that
would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report
delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the
prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days
of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual
report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or


 






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content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating
Advisor Annual Report shall only relate to the Special Servicer
that was acting as Special Servicer as of December 31 in the prior
calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Notwithstanding the
foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the
Special Servicer’s performance in respect of such
Serviced AB Whole Loan until after the occurrence and during the
continuance of an AB Control Appraisal Period under the related
Intercreditor Agreement. Subject to the restrictions in this Agreement,
including, without limitation, Section 3.26(c),
each such Operating Advisor Annual Report shall (A) identify any
material deviations (i) from the Servicing Standard
and (ii) from the Special Servicer’s obligations under this
Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the Special Servicer
is responsible for servicing under this Agreement (other
than with respect to any REO Property related to a Non-Serviced Mortgage
 Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged
Information (subject to any permitted exceptions); provided
that the Operating Advisor shall not be required to report on any
instances of non-compliance with, or deviations from, the Servicing
Standard or the Special Servicer’s obligations under this Agreement that
 the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial. Such Operating Advisor Annual
 Report shall be delivered to the Master Servicer, the
Special Servicer, the Certificate Administrator (which shall promptly
post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly
post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the Special Servicer shall be
given an opportunity to review the Operating Advisor Annual
Report at least five (5) Business Days prior to its delivery to the
Certificate Administrator and the 17g-5 Information Provider.
The Operating Advisor shall have no obligation to adopt any comments to
the Operating Advisor Annual Report that are provided
by the Special Servicer. Only as used in this Section 3.26 in
connection with the Operating Advisor Annual Report, the
term “platform-level basis” refers to the Special Servicer’s performance
 of its duties as they relate to the
resolution and/or liquidation of Specially Serviced Loans, taking into
account the Special Servicer’s specific duties under
this Agreement as well as the extent to which those duties were
performed in accordance with the Servicing Standard, with reasonable
consideration by the Operating Advisor of any assessment of compliance
report, attestation report, Asset Status Report and other
information delivered to the Operating Advisor by the Special Servicer
(other than any communications between the Directing Certificateholder
and the Special Servicer that would be Privileged Information) pursuant
to this Agreement. Notwithstanding the foregoing, no Operating
Advisor Annual Report shall be required from the


 






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Operating Advisor with respect to any calendar year as to which no Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)       In
the
 event the Operating Advisor’s ability to perform its obligations in
respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely
deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the
Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating
Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to
conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance
hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing
its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating
Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to
Privileged Information.


 


(d)       Prior
to
 the occurrence and continuance of a Control Termination Event (or, with
 respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB
Control Appraisal Period), the Special Servicer will forward
any Appraisal Reduction Amount and net present value calculations used
in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a
Specially Serviced Loan to the Operating Advisor after such
calculations have been finalized. The Operating Advisor shall review
such calculations but shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount calculations
and/or net present value calculations (except that if the
Operating Advisor discovers a mathematical error contained in such
calculations, then the Operating Advisor shall notify the Special
Servicer of such error).


 


(e)       
(i)
 After the occurrence and during the continuance of a Control
Termination Event, and with respect to any Serviced AB Whole
Loan, after the occurrence and during the continuance of both a Control
Termination Event and an AB Control Appraisal Period,
after the calculation but prior to the utilization by the Special
Servicer of any of the calculations related to (i)  Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv),
 the Special Servicer shall forward
such calculations, together with any supporting material or additional
information necessary in support thereof (including such
additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating
Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall
promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials,
 recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as


 






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calculated
 by the Special Servicer) or net present value or the application of the
 applicable
non-discretionary portions of the formula required to be utilized for
such calculation, the Operating Advisor and the Special
Servicer shall consult with each other in order to resolve any material
inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at
those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. The Master
Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary
for the calculation of the Appraisal Reduction Amount that
is either in the Master Servicer’s possession or, solely with respect to
 Non-Specially Serviced Loans, reasonably obtainable
by the Master Servicer. In the event the Operating Advisor and the
Special Servicer are not able to resolve such inaccuracies
or disagreement prior to the end of such five (5) Business Day period,
the Operating Advisor shall promptly notify the Certificate
Administrator of such disagreement and the Certificate Administrator
shall examine the calculations and supporting materials provided
by the Operating Advisor and the Special Servicer and determine which
calculation is to apply and shall provide such parties prompt
written notice of its determination.


 


(iii)       Notwithstanding
the
 foregoing, the consultation duties of the Operating Advisor set forth
in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan
until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan
that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB
 Control Appraisal Period.


 


(f)     
  [RESERVED].


 


(g)       The
Operating
 Advisor and its Affiliates shall keep all information appropriately
labeled as “Privileged Information"
confidential and shall not disclose such Privileged Information to any
Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by
this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information, (2)
 pursuant to a Privileged Information Exception or (3)
where necessary to support specific findings or conclusions concerning
allegations of deviations from the Servicing Standard (i)
in the Operating Advisor Annual Report or (ii) in connection with a
recommendation by the Operating Advisor to replace the Special
Servicer. Each party to this Agreement that receives Privileged
Information from the Operating Advisor with a notice stating that
such information is Privileged Information shall not disclose such
Privileged Information to any Person without the prior written
consent of the Special Servicer and, unless a Control Termination Event
has occurred and is continuing, the Directing Certificateholder
(with respect to any Mortgage Loan other than a Non-Serviced Whole Loan
and other than any Mortgage Loan that is an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class) other than pursuant to
a Privileged Information Exception. In addition and for the avoidance of
 doubt, while the Operating Advisor may serve in a similar
capacity with respect to Other Securitizations that involve the same
parties or borrower involved in this securitization, the
knowledge of the employees performing operating advisor functions for


 






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such
 Other Securitizations are not imputed to different
employees of the Operating Advisor performing the obligations hereunder.
 Notwithstanding the foregoing, the Operating Advisor
shall be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor that agree
in writing to be bound by the same confidentiality provisions applicable
 to the Operating Advisor.


 


(h)       Subject
to
 the requirements of confidentiality imposed on the Operating Advisor
herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed
by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)   
    As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the
Operating Advisor Fee on each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan,
any Servicing Shift Mortgage Loan and each related Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO
Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as
interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or
deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or Section 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii)
 of this Agreement, but, with respect to the
period when the outstanding Certificate Balances of the Control Eligible
 Certificates has not been reduced to zero as a result
of the allocation of Realized Losses to such Certificates, only to the
extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has
consultation obligations with respect to a Major Decision
under this Agreement, the Master Servicer or the Special Servicer, as
the case may be, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable
Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision that are consistent with the efforts
 in accordance with the Servicing Standard that the Master
Servicer or Special Servicer, as applicable, would use to collect any
fee owed to it by a Mortgagor under the terms of the related
Mortgage Loan documents, but only to the extent not prohibited by the
related Mortgage Loan documents. The Master Servicer or
Special Servicer, as the case may be, may waive or reduce the amount of
any Operating Advisor Consulting Fee payable by the related
Mortgagor if it determines that such full or partial waiver is in
accordance with the Servicing Standard, but in no


 






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event shall
the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that
the Master Servicer or the Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior
to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor will have no obligations or consultation rights in
 its capacity as operating advisor with respect to: (i) any
Non-Serviced Whole Loan or any related REO Property, (ii) any
Serviced AB Whole Loan, prior to the occurrence and continuance
of both an AB Control Appraisal Period and a Control Termination Event
or (iii) any Servicing Shift Whole Loan; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any
Non-Serviced Whole Loan or Servicing Shift Whole Loan.


 


(j)       After
the
 occurrence and during the continuance of a Consultation Termination
Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than
25% of the Voting Rights (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Appraisal Reduction Amounts
are allocable) requesting a vote to replace the Operating Advisor with a
 replacement Operating Advisor selected by such Certificateholders
(provided that the proposed replacement Operating Advisor is an
Eligible Operating Advisor), (ii) payment by such
requesting Holders to the Certificate Administrator of all reasonable
fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote and (iii) receipt by the
 Trustee and the Certificate Administrator of Rating Agency
Confirmation from each Rating Agency (which confirmations will be
obtained by the Certificate Administrator at the expense of
such Holders and will not constitute an additional expense of the
Trust). The Certificate Administrator shall promptly provide
written notice to all Certificateholders of such request by posting such
 notice on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and concurrently by mail, and
 conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of
Certificates evidencing at least 75% of the Voting Rights (taking
into account the application of Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of Classes to which
such Appraisal Reduction Amounts are allocable), the Trustee shall
immediately replace the Operating Advisor with the replacement
Operating Advisor.


 


(k)       After
the
 occurrence of an Operating Advisor Termination Event, the Trustee may,
and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the
application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the
Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible
Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been
appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. No such termination shall terminate,
change, reduce, or otherwise modify the rights and obligations
of the Operating Advisor that accrued prior to such termination,
including the right to receive all amounts accrued and owing
to it under this Agreement, and other than indemnification rights
(arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating
Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to
the Operating Advisor, the Trustee will, as soon as possible,


 






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be
 required to give written notice of the termination and appointment to
the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5
Information Provider’s Website), the Depositor,
the Directing Certificateholder, the Risk Retention Consultation Party,
any Companion Holder and the Certificateholders.


 


(l)    
   The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating
Advisor Termination Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt
of notice from the Trustee of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an
Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. Upon any such waiver of an Operating Advisor Termination Event by
Certificateholders, the Trustee and the Certificate Administrator will be entitled to recover all costs and expenses incurred
by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such
waiver from the Trust.


 


(m)       Prior
to
 the occurrence and continuance of a Control Termination Event, the
Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to
 the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request
for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating
 Advisor may resign from its obligations and duties hereby imposed on it
 (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention
Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating
advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. If
 no successor operating advisor has been so appointed
and accepted the appointment within thirty (30) days after the notice of
 resignation, the resigning Operating Advisor may petition
any court of competent jurisdiction for the appointment of a successor
operating advisor that is an Eligible Operating Advisor.
No such resignation by the Operating Advisor shall become effective
until the replacement Operating Advisor shall have assumed
the resigning Operating Advisor’s responsibilities and obligations. The
resigning Operating Advisor shall pay all costs
and expenses (including costs and expenses incurred by the Trustee and
the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 3.26.


 


(o)       In
the
 event there are no Classes of Certificates outstanding other than the
Control Eligible Certificates, the Class Z Certificates,
the Class R Certificates and the RR Interest, then all of the
rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or
obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than
indemnification rights arising out of events occurring prior to such
termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall
be appointed.


 






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Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall
have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement,
(ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the
Operating Advisor shall have no (A) fiduciary duty, or
(B) other
duty except with respect to its specific obligations under this
Agreement, and shall have no duty to any particular class of
Certificates
or particular Certificateholders, and (iv) the Operating Advisor
does not constitute an “investment adviser”
within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)     
  Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of
the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating
Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent
such Affiliate and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its
personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


(s)       The
Operating
 Advisor shall at all times be an Eligible Operating Advisor and if the
Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the
Depositor shall be permitted to find a replacement.


 


(t)  
     The Operating Advisor may delegate its duties and obligations to agents or subcontractors so
long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this
Agreement related to the Operating Advisor’s duties and obligations; provided that no agent or subcontractor may
(i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid
any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence


 






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or
 other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor
shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue
of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and
conditions as if the Operating Advisor alone were performing
its obligations under this Agreement. The Operating Advisor shall be
entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or
subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)       With
respect
 to the determination of whether a Control Termination Event or
Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on
its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of
a Control Termination Event or Consultation Termination Event, as applicable.


 


Section
3.27     Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master
Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however,
 that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of
this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the
part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the
statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of
 this Agreement.


 


(c)     
  In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer
pursuant to ARTICLE VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed
simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 






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Section
3.28     Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced
Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is
provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their
respective name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers
a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for
any misdirected payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


The
Companion
 Paying Agent shall promptly provide the name and address of any
Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any
 such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no
liability to any Person for the provision of any such name
and address.


 


For
the
 avoidance of doubt, any notices or information required to be delivered
 pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion
Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing
Agreement.


 


Section
3.29     Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)  In
the
 event that any of the applicable Non-Serviced Trustee, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the
applicable Non-Serviced PSA, the Master Servicer and the
Special Servicer shall acknowledge its successor as the successor to the
 applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be.


 


(b)       If
any
 of the Trustee, the Certificate Administrator or the Master Servicer
receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating
 Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as
applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)       In
connection
 with the securitization of each Serviced Pari Passu Companion Loan, (in
 each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced
Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use
 reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or
appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection
 with the sale of any Non-Serviced Whole Loan by any Non-Serviced
Special Servicer, upon receipt of any notices or materials
required to be furnished by


 






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the
 Non-Serviced Special Servicer to the holder of the related Non-Serviced
 Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall,
prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its
 consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the
occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the
extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect
 to any Non-Serviced Mortgage Loan, the Directing Certificateholder,
prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence
and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the
 holder of such Mortgage Loan in its capacity as a "Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor
Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect
 to each Serviced Whole Loan, if any Serviced Companion Loan becomes the
 subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing
Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and
the Custodian shall reasonably cooperate with the Other
Asset Representations Reviewer or any other party to the Other Pooling
and Servicing Agreement in connection with such Asset Review
by providing the Other Asset Representations Reviewer or such other
requesting party with any documents reasonably requested by
the Other Asset Representations Reviewer or such other requesting party,
 but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the
Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the
Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents
 or privileged or internal communications.


 


(h)       With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Major Decision pursuant to clause (xii)
 of the definition of such term, then the Master Servicer or Special
Servicer shall forward the communication to the Directing
Certificateholder (and to the Master Servicer, if the Special Servicer
is forwarding such communication, and to the Special Servicer
if the Master Servicer is forwarding such communication), and the
Special Servicer shall reasonably cooperate with the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer, as the case may be, in effecting any action by the
applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, in any such case subject to and consistent
with the related Intercreditor Agreement.


 


(i)     
  During the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization,
not later than 5:00 p.m. (New York City time) on each


 






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related
 Serviced Whole Loan Remittance Date the Master Servicer shall prepare
(if and to the
extent necessary) and deliver or cause to be delivered in electronic
format to the related other master servicer under the related
Other Pooling and Servicing Agreement the following reports and data
files with respect to such Serviced Pari Passu Companion
Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required,
the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup
File (only with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling
and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative
Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer
Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC®
Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance
Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC®
 Loan Periodic Update File.
Additionally, not later than 5:00 p.m. (New York City time) on each
 related Serviced Whole Loan Remittance Date, the Master
Servicer shall deliver or cause to be delivered in electronic format to
the related other master servicer under the related Other
Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification
Reports and CREFC® REO Liquidation Reports received from the Special Servicer. In no event shall any report described
in this Section 3.29(i) be required to reflect information that has not been collected by or delivered to the Master Servicer,
or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the
Business Day on which the report is due. In addition, the Master Servicer shall deliver or cause to be delivered in electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports
required to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the
extent related to such Serviced Pari Passu Companion Loan.


 


(j)      
 On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer
the related Mortgage File (other than the Mortgage Note evidencing the Servicing Shift Mortgage Loan, the original of which
shall be retained by the Custodian) for the Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related
Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the
applicable Mortgage Loan Seller that the Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the
Servicing File for the Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses
(x) and (xii) of the definition of Mortgage File for the Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer on the Servicing Shift Securitization Date.


 


Promptly
upon
 any change in the identity of the Master Servicer, the successor Master
 Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each
Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and
Non-Serviced Operating Advisor.


 






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Section
3.30 [RESERVED].


 


Section
3.31 [RESERVED].


 


Section
3.32     Litigation Control.


 


(a)       With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan or
related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or
defend any action brought by a Mortgagor, guarantor, or other obligor on the related Note or any Affiliates thereof (each a “Borrower-Related
Party”) against the Trust, the Master Servicer and/or the Special
Servicer or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation
relating to the rights and obligations of the Trust, or of
the Mortgagor or other Borrower-Related Party under the related Mortgage
 Loan documents, or with respect to the related Mortgaged
Property or other collateral securing such Mortgage Loan (or Serviced
Whole Loan), or otherwise with respect to the enforcement
of the obligations of a Borrower-Related Party under the related
Mortgage Loan documents (“Trust-Related Litigation”).
In the event that the Master Servicer is named in any Trust-Related
Litigation but the Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such
Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no
later than within ten (10) Business Days of the Master
Servicer receiving service of such Trust-Related Litigation.


 


(b)       To
the
 extent the Master Servicer is named in the Trust-Related Litigation,
and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated
by the immediately preceding Section 3.32(a), the
Master Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation;
(ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as
the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect
to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited
to the selection of counsel; provided that the Master Servicer shall have the right to engage separate counsel relating
to claims against the Master Servicer to the extent set forth in Section 3.32(e); and provided, however,
that if there are claims against the Master Servicer and the Master
Servicer has not determined that separate counsel is required
for such claims, such counsel shall be reasonably acceptable to the
Master Servicer.


 


(c)       The
Special
 Servicer shall not (i) undertake (or direct the Master Servicer to
 undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation
unless and until it has notified in writing the Directing
Certificateholder (only if the related Mortgage Loan is not an Excluded
Loan as to such party and prior to the occurrence and
continuance of a Consultation Termination Event) (to the extent the
identity of the Directing Certificateholder is actually known
to the Special Servicer; provided that the Special Servicer shall
 make due inquiry of the Certificate Administrator as
to the identity of the Directing Certificateholder) and the related
holder of any Serviced Companion Loan (if such matter affects
such related Serviced Companion Loan) (to the extent the identity of the
 holder of such Serviced Companion Loan is actually known
to the Special Servicer), and the Directing


 






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Certificateholder
 (only if the related Mortgage Loan is not an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class and prior to the occurrence
and continuation of a Control Termination Event) has not objected in
writing within five (5) Business Days of having
been notified thereof and having been provided with all information that
 the Directing Certificateholder has reasonably requested
with respect thereto promptly following its receipt of the subject
notice (it being understood and agreed that if such written
objection has not been received by the Special Servicer within such five
 (5) Business Day period, then the Directing Certificateholder
shall be deemed to have approved the taking of such action); provided
 that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to
protect the interests of the Certificateholders and, with respect
to a Serviced Whole Loan, the related Companion Holders, the Special
Servicer may take such action without waiting for the Directing
Certificateholder’s response.


 


(d)       Notwithstanding
the
 foregoing, neither the Special Servicer nor the Master Servicer shall
follow any advice, direction or consultation provided
by the Directing Certificateholder or the Risk Retention Consultation
Party (or any other party to this Agreement) that would
require or cause the Special Servicer or the Master Servicer, as
applicable, to violate any applicable law, be inconsistent with
the Servicing Standard, require or cause the Special Servicer or the
Master Servicer, as applicable, to violate provisions of
this Agreement, require or cause the Special Servicer or the Master
Servicer, as applicable, to violate the terms of any Mortgage
Loan or Serviced Whole Loan, expose any Certificateholder or any party
to this Agreement or their Affiliates, officers, directors
or agents to any claim, suit or liability, cause any REMIC created
hereunder to fail to qualify as a REMIC, result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the
 REMIC Provisions or materially
expand the scope of the Special Servicer’s or the Master Servicer’s, as
the case may be, responsibilities under this
Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32,
 the Master Servicer shall retain
the right to make determinations relating to claims against the Master
Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in
the Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent
provided in this Agreement.


 


(f)     
  Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in
the Master Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or
(ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations
under this Agreement.


 


(g)       Notwithstanding
the
 Master Servicer’s right to make determinations relating to claims
against the Master Servicer, the Special Servicer
shall have the right at any time in accordance with the Servicing
Standard to (i) direct the Master Servicer to settle any
claims asserted against the Master Servicer (whether or not the Trust or
 the Special Servicer is named in any such claims or Trust-Related
Litigation) (and with respect to any material settlements, with the
consent of or in consultation with the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event
or the occurrence and


 






     -303-


     


    

 


continuance
 of a Consultation Termination
Event, respectively (in each case, other than a Mortgage Loan that is an
 Excluded Loan as to such party)) and (ii) otherwise
reasonably direct the actions of the Master Servicer relating to claims
against the Master Servicer (whether or not the Trust
or the Special Servicer is named in any such claims or Trust-Related
Litigation), provided in either case that (A) such
settlement or other direction does not require any admission of
liability or wrongdoing on the part of the Master Servicer, (B)
the cost of such settlement or any resulting judgment is and shall be
paid by the Trust and payment of such cost or judgment is
provided for in this Agreement, (C) the Master Servicer is and shall be
indemnified as and to the extent provided in this Agreement
for all costs and expenses of the Master Servicer incurred in defending
and settling the Trust-Related Litigation and for any
judgment, (D) any such action taken by the Master Servicer at the
direction of the Special Servicer shall be deemed (as to the
Master Servicer) to be in compliance with the Servicing Standard and (E)
 the Special Servicer provides the Master Servicer with
assurance reasonably satisfactory to the Master Servicer as to the items
 in clauses (A), (B) and (C).


 


(h)       In
the
 event both the Master Servicer and the Special Servicer or Trust are
named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the
Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


 


This
Section 3.32 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


Notwithstanding
the
 foregoing, (i) in the event that any action, suit, litigation or
proceeding names the Trustee in its individual capacity,
or in the event that any judgment is rendered against the Trustee in its
 individual capacity, the Trustee, upon prior written
notice to the Master Servicer or the Special Servicer, as the case may
be, may retain counsel and appear in any such proceeding
on its own behalf in order to protect and represent its interests (but
not to otherwise direct, manage or prosecute such litigation
or claim); (ii) in the event of any action, suit, litigation or
proceeding, other than an action, suit, litigation or proceeding
relating to the enforcement of the obligations of a Mortgagor, guarantor
 or other obligor under the related Mortgage Loan documents,
or otherwise relating to one or more Mortgage Loans or Mortgaged
Properties, neither the Master Servicer nor the Special Servicer
shall, without the prior written consent of the Trustee, (A) initiate an
 action, suit, litigation or proceeding in the name of
the Trustee, whether in such capacity or individually, (B) engage
counsel to represent the Trustee, or (C) prepare, execute or
deliver any government filings, forms, permits, registrations or other
documents or take any other similar actions with the intent
to cause, and that actually causes, the Trustee to be registered to do
business in any state (provided that neither the Master
Servicer nor the Special Servicer shall be responsible for any delay due
 to the unwillingness of the Trustee to grant such consent);
and (iii) in the event that any court finds that the Trustee is a
necessary party in respect of any action, suit, litigation
or proceeding relating to or arising from this Agreement or any Mortgage
 Loan, the Trustee shall have the right to retain counsel
and appear in any such proceeding on its own behalf in order to protect
and represent its interests, whether as Trustee or individually
(but not to otherwise direct, manage or prosecute such litigation or
claim); provided, however, that nothing in this Section
3.32(h) shall be interpreted to preclude the Special Servicer


 


 



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(with respect to any material Trust-Related Litigation, with
the consent or consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination
Event or the occurrence and continuance of a Consultation Termination Event, respectively, to the extent required in Section
3.32(c) and only to the extent such Mortgage Loan is not an Excluded Loan as to such party) from initiating any action, suit,
litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section
3.33     Delivery of Excluded Information to the Certificate Administrator.


 


Any
Excluded
 Information that the Master Servicer, the Special Servicer or the
Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website
shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to
the parties) in one or more separate files labeled "Excluded
Information” followed by the applicable loan name and loan file to
cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and
delivered in accordance with this Section 3.33 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13.
 When
so posted, the Excluded Controlling Class Holders shall be prohibited
from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special
Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance
with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E
 to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing
Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information
relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class
Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website,
 the Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the
 related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions.


 


(a)       On
each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier


 






     -305-


     


    

 


REMIC Distribution
Account in the amounts and priorities set forth in Section 4.01(c)
 with respect to each Class of Lower-Tier Regular Interests,
and immediately thereafter, shall make distributions thereof from the
Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect
to any succeeding priority:


 


(i)    
   first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the
Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-E Certificates, the Class
X-F Certificates, the Class X-G Certificates and the Class X-NR Certificates pro rata (based upon their respective
entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2
Certificates, the Class A-SB Certificates, the Class A-3
Certificates and the Class A-4 Certificates in reduction of the
Certificate Balances thereof: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB
Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates
has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates
has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2)
and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates
has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2),
(3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2), (3), (4) and (5) above have
been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-SB Certificates has been reduced
 to zero; and (II) on or after the Cross-Over Date,
to the Class A-1 Certificates, Class A-2 Certificates,
Class A-SB Certificates, Class A-3 Certificates and
Class A-4
Certificates, pro rata (based on their respective Certificate
Balances) in an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of each
 of the Class A-1 Certificates, Class A-2 Certificates,
Class A-SB Certificates, Class A-3 Certificates and
Class A-4 Certificates is reduced to zero;


 






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(iii)       third,
to the Holders of the Class A-1 Certificates, the Class A-2
Certificates, the Class A-SB Certificates, the Class A-3
Certificates and the Class A-4 Certificates, up to an amount equal
to, and pro rata based upon, the aggregate unreimbursed
Realized Losses previously allocated to each such Class, plus interest on that amount at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1 Certificates, Class
 A-2 Certificates, Class A-SB Certificates, Class A-3
Certificates and Class A-4 Certificates have been reduced to zero,
to the Holders of the Class A-S Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (reduced by any prior distributions
thereof hereunder), until the outstanding Certificate Balance of the
Class A-S Certificates has been reduced to zero;


 


(vi)       sixth,
to the Holders of the Class A-S Certificates, up to an amount equal
 to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for
 such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(vii)      seventh,
to the Holders of the Class B Certificates, in respect of interest,
 up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)     eighth,
after the Certificate Balances of the Class A Certificates have
been reduced to zero, to the Holders of the Class B
Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (reduced
by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class B Certificates has
been reduced to zero;


 


(ix)       ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(x)    
   tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount
equal to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balances of the Class A Certificates and the Class
 B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the
 outstanding Certificate Balance of the Class C Certificates
has been reduced to zero;


 






     -307-


     


    

 


(xii)      twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)     thirteenth,
to the Holders of the Class D Certificates, in respect of interest,
 up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xiv)     fourteenth,
after the Certificate Balances of the Class A Certificates, Class B
 Certificates and Class C Certificates have been reduced
to zero, to the Holders of the Class D Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A
Certificates, Class B Certificates and Class C Certificates on
 such Distribution Date), until the outstanding Certificate
Balance of the Class D Certificates has been reduced to zero;


 


(xv)      fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xvi)     sixteenth,
to the Holders of the Class E Certificates, in respect of interest,
 up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)    seventeenth,
after the Certificate Balances of the Class A Certificates, Class B
 Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E
Certificates, in reduction of the Certificate Balance thereof, up
to an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of
the Class A Certificates, Class B Certificates, Class C
Certificates and Class D Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class E
Certificates has been reduced to zero;


 


(xviii)   eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xix)      nineteenth,
to the Holders of the Class F Certificates in respect of interest,
up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)       twentieth,
after the Certificate Balances of the Class A Certificates, Class B
 Certificates, Class C Certificates, Class D Certificates
and Class E Certificates have been reduced to zero, to the Holders
of the Class F Certificates, in reduction of the
Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount


 






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(or
 the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B
Certificates, Class C Certificates, Class D Certificates
and Class E Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class F Certificates
has been reduced to zero;


 


(xxi)     twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxii)     twenty-second,
to the Holders of the Class G Certificates in respect of interest,
up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)    twenty-third,
after the Certificate Balances of the Class A Certificates, Class B
 Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to
zero, to the Holders of the Class G Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A
Certificates, Class B Certificates, Class C Certificates, Class
D Certificates, Class E Certificates and Class F Certificates on
such Distribution Date), until the outstanding Certificate
Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)   twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxv)    twenty-fifth,
to the Holders of the Class NR Certificates in respect of interest,
 up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)   twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B
 Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates and Class G Certificates
 have been reduced to zero, to the Holders of the Class NR
Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class
C Certificates, Class D Certificates, Class E Certificates, Class F
 Certificates and Class G Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class NR
Certificates has been reduced to zero;


 


(xxvii)  twenty-seventh,
to the Holders of the Class NR Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class; and


 






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(xxviii) twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds
remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in
 connection with any Distribution Date, the Certificate Administrator
has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and
 additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the Master Servicer and
required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate
Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a
timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be
 liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the
basis of the actions described in the preceding sentence.


 


(b)       [RESERVED].


 


(c)       On
each
 Distribution Date, each Lower-Tier Regular Interest shall be deemed to
receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or
reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f)
and 4.01(i) such that at all times the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests is equal
to the Certificate Balance of the Class of Related Certificates. On each
 Distribution Date, each Lower-Tier Regular Interest shall
be deemed to receive distributions in respect of interest in an amount
equal to the Interest Distribution Amount in respect of
its Related Certificates plus (A) a pro rata portion of the
Interest Distribution Amount in respect of (i) in the
case of the Class LA1, Class LA2, Class LASB,
Class LA3 and Class LA4 Uncertificated Interests, the
Class X-A
Certificates, (ii) in the case of the Class LAS, Class LB and Class
 LC Uncertificated Interests, the Class X-B Certificates,
(iii) in the case of the Class LD Uncertificated Interest, the Class X-D
 Certificates, (iv) in the case of the Class LE Uncertificated
Interest, the Class X-E Certificates, (v) in the case of the Class LF
Uncertificated Interest, the Class X-F Certificates, (vi)
in the case of the Class LG Uncertificated Interest, the Class X-G
Certificates, and (vi) in the case of the Class LNR Uncertificated
Interest, the Class X-NR Certificates, in each case, computed based on
an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates
 and a notional amount equal to its related Lower-Tier
Principal Amount, in each case to the extent actually distributable
thereon as provided in Section 4.01(a). Amounts distributable
pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
 and
shall be made by the Certificate Administrator by deeming such
Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC
Distribution Account.


 


As
of
 any date, the principal balance of each Lower-Tier Regular Interest
shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses,
 as provided in Sections  4.04(b) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall
equal the respective Original Lower-Tier Principal Amount.
The Pass-Through Rate with respect to each Lower-Tier Regular Interest
for


 






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any Distribution Date shall be the Weighted Average
Net Mortgage Rate for such Distribution Date.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent
of the Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       For
so
 long as the Certificate Balance of any Class of Certificates has been
reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than
 reimbursement of Realized Losses (with interest as provided
herein) and other amounts provided for in this Section 4.01.


 


(e)       Funds
on
 deposit in the Distribution Account on each Distribution Date that
represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan
during the related Collection Period, in each case net of
any Liquidation Fees payable therefrom, shall be distributable as
follows: if any Yield Maintenance Charge or Prepayment Premium
is collected during any particular Collection Period with respect to any
 Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that
Yield Maintenance Charge or Prepayment Premium in the
following manner: (i) to each of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-S,
Class B and Class C Certificates, the product of (A) such Yield
Maintenance Charge or Prepayment Premium, (B) the related
Base Interest Fraction for such Class of Certificates, and (C) a
fraction, the numerator of which is equal to the amount
of principal distributed to such Class of Certificates for that
Distribution Date, and the denominator of which is the total amount
of principal distributed to such Classes of Principal Balance
Certificates for that Distribution Date, (ii) to the Class X-A
Certificates, the excess, if any, of (A) the product of (I) such
Yield Maintenance Charge or Prepayment Premium and (II) a
fraction, the numerator of which is equal to the amount of principal
distributed to the Class A-1, Class A-2, Class A-SB,
Class A-3 and Class A-4 Certificates for that Distribution
Date, and the denominator of which is the total amount of
principal distributed to the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4, Class A-S, Class B and Class C Certificates
for that Distribution Date, over (B) the amount of such Yield
Maintenance Charge or Prepayment Premium distributed to the
Class A-1, Class A-2, Class A-SB, Class A-3 and
Class A-4 Certificates as described above, and (iii) to
the Class X-B Certificates, any remaining portion of such Yield
Maintenance Charge or Prepayment Premium.


 


For
purposes of the first paragraph of this Section 4.01(e), the
relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the
 payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates, shall
be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the
Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the
denominator of which is the difference between (i) the
Mortgage Rate on such Mortgage Loan and (ii) the applicable
Discount Rate; provided that: (a) under no circumstances
will the Base


 






     -311-


     


    

 


Interest
 Fraction be greater than 1.0; (b) if the applicable Discount Rate
is greater than or equal to the
Mortgage Rate on such Mortgage Loan and is greater than or equal to the
Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction will equal zero; and (c) if
the applicable Discount Rate is greater than or equal to
the Mortgage Rate on such Mortgage Loan and is less than the
Pass-Through Rate on such Class for the related Distribution Date,
then the Base Interest Fraction shall be equal to 1.0. If a Mortgage
Loan provides for a step-up in the Mortgage Rate, then the
Mortgage Rate used in the determination of the Base Interest Fraction
will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield
Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate
per annum equal to (i) if a discount rate was used in the
calculation of the applicable Prepayment Premium or Yield
Maintenance Charge pursuant to the terms of the relevant Mortgage Loan
or REO Loan, as the case may be, such discount rate (as
reported by the Master Servicer), converted (if necessary) to a monthly
equivalent yield, or (ii) if a discount rate was
not used in the calculation of the applicable Prepayment Premium or
Yield Maintenance Charge pursuant to the terms of the relevant
Mortgage Loan or REO Loan, as the case may be, the yield calculated by
the linear interpolation of the yields (as reported under
the heading “U.S. Government Securities/Treasury Constant Maturities” in
 Federal Reserve Statistical Release H.15
(519) published by the Federal Reserve Board for the week most recently
ended before the date of the relevant prepayment (or deemed
prepayment) of U.S. Treasury constant maturities with a maturity date,
one longer and one shorter, most nearly approximating the
related stated maturity date (in the case of a Mortgage Loan or REO Loan
 that is not related to an ARD Loan) or the related Anticipated
Repayment Date (in the case of a Mortgage Loan or REO Loan that is
related to an ARD Loan)), such interpolated yield converted
to a monthly equivalent yield. If Federal Reserve Statistical Release
H.15 (519) is no longer published, the Certificate Administrator
shall select a comparable publication as the source of the applicable
yields of U.S. Treasury constant maturities.


 


No
Yield
 Maintenance Charge or Prepayment Premium shall be distributed to the
Class X-D, Class X-E, Class X-F, Class X-G, Class X-NR,
Class D, Class E, Class F, Class G, Class NR, Class Z or
Class R Certificates. After the Certificate Balances of the
Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-S, Class B and Class C
Certificates
have been reduced to zero, all Yield Maintenance Charges and Prepayment
Premiums with respect to the Mortgage Loans shall be distributed
to the Class X-B Certificates.


 


All
distributions
 of Yield Maintenance Charges and Prepayment Premiums made in respect of
 the respective Classes of Regular Certificates
on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal
distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c)
above.


 


(f)    
   On each Distribution Date, the Certificate Administrator shall determine if there will be any shortfalls in
interest or principal to any Class of Regular Certificates that would occur on such Distribution Date without the inclusion
of the Gain-on-Sale Remittance Amount in


 






     -312-


     


    

 


the definition of “Available Funds” (the aggregate amount of any such shortfalls together with any outstanding
Realized Losses and any interest thereon, the “Gain-on-Sale Entitlement Amount”)
 and shall remit (i) the lesser
of the Gain-on-Sale Entitlement Amount and all amounts on deposit in the
 Gain-on-Sale Reserve Account to the Collection Account
to be included as part of the Available Funds for such Distribution
Date. Any amounts remaining in the Gain-on-Sale Reserve Account
after such distributions shall be applied to offset future shortfalls
and Realized Losses, including interest thereon, with respect
to the Principal Balance Certificates and related Realized Losses in
each case allocable to the Regular Certificates on subsequent
Distribution Dates. Upon termination of the Trust, any amounts remaining
 in the Gain-on-Sale Reserve Account shall be distributed
to the Holders of the Class R Certificates from the Lower-Tier
REMIC in respect of the Class LR Interest.


 


(g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
 among
the outstanding Certificates in such Class based on their respective
Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all
such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of
record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds
to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to
the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to such
Certificateholder
at its address in the Certificate Register. The final distribution on
each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such
Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each
distribution
 with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the
accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible
for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a
“brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility
therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)       Except
as otherwise provided in Section 9.01, whenever the Certificate
Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any
possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made
on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date,
post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 






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(i)     
  the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will
be made on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the
Certificate Registrar or such other location therein specified; and


 


(ii)       no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds
 not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such
date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been
surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a
 second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the
 final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not
have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to
contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate, such
to applicable law with respect to escheatment of funds.
The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in
trust hereunder by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section
4.01(h).


 


(i)     
  Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made
in the amounts and manner specified in Section 4.01(a), or Section 4.01(d), as applicable, to the Holders of
the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution
Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon
retirement thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such
last address. The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest
evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then
the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate
Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such
Holder had failed to surrender its Certificates.


 


(j)     
  On each Distribution Date, any Excess Interest received during the related Collection Period with respect to any
ARD Loans shall be distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution
Account. Excess Interest will not be available to pay any other amounts except for distributions on Excess Interest
Certificates.


 






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(k)       On
each
 Serviced Whole Loan Remittance Date, with respect to any Serviced
Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion
Loan in the following order of priority:


 


(i)    
   to pay to the Master Servicer for deposit into the Collection Account any amounts deposited by the Master
Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)       to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to
the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be
paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions
 from the Companion Distribution Account required hereunder shall be
made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each
 Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement)
to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related
Record Date (or, if no such account so appears or information
relating thereto is not provided at least five (5) Business Days prior
to the related Record Date, by check sent by first class
mail to the address of such Companion Holder or its agent appearing on
the Serviced Companion Noteholder Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the
 final Remittance Date, the Master Servicer shall withdraw from the
Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value
Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to the
Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting Packages; Grant
of Power of Attorney. (a)  On each Distribution Date, the Certificate Administrator shall make available pursuant
to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially
in the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator
in the related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the


 






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distributions made on such Distribution Date
(each, a “Distribution Date Statement”) which shall include:


 


(i)     
   the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in
reduction of the Certificate Balance thereof;


 


(ii)    
   the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from
but not including the previous Distribution Date to and including such Distribution Date and details of P&I Advances as
of the P&I Advance Date;


 


(iii)       the
aggregate
 amount of compensation paid to the Trustee and the Certificate
Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating
Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)       the
aggregate
 Stated Principal Balance of the Mortgage Loans and any REO Loans, with
respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)    
   the aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)      the
number
 and aggregate principal balance of the Mortgage Loans
(A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent
90 days to 120 days, (D) current but specially serviced or in
foreclosure but not an REO Property and (E) for which
the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)   
 the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein)
included in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan
basis, based on the most recent Appraisal or valuation;


 


(ix)       the
Available Funds for such Distribution Date;


 


(x)   
    the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall, in respect of such
Class of Certificates for such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual
Amount, or Interest Shortfall, as applicable, for such Distribution Date allocated to such Class of Certificates;


 






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(xi)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield
Maintenance Charges, (B) in the case of the Class Z Certificates, the Excess Interest and (C) Prepayment Premiums;


 


(xii)      the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)     the
Scheduled
 Principal Distribution Amount and the Unscheduled Principal
Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)     the
Certificate
 Balance or Notional Amount, as the case may be, of each Class of
Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a
 result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result
 of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)  
   the Certificate Factor for each Class of Certificates (other than the Class Z and Class R
Certificates) immediately following such Distribution Date;


 


(xvi)     the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)    the
current Controlling Class;


 


(xviii)   the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)      a
loan-by-loan
 listing of each Mortgage Loan which was the subject of a Principal
Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date)
and the amount and the type of Principal Prepayment occurring;


 


(xx)      a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)     all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)    in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)   the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 






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(xxiv)          the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)           with
respect
 to any Mortgage Loan as to which a Liquidation Event occurred since the
 previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the
related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all
Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof
allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance
Certificates in connection with such Liquidation Event;


 


(xxvi)          with
respect
 to any REO Property (including, with respect to any Non-Serviced Whole
Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance
with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered
since the previous Determination Date, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all
Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof
allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance
Certificates in respect of the related REO Loan in connection with
that determination;


 


(xxvii)         the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)        [RESERVED];


 


(xxix)          the
then-current credit support levels for each Class of Certificates;


 


(xxx)           the
aggregate
 amount of Prepayment Premiums and Yield Maintenance Charges on the
Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxxi)          a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)         a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)        an
itemized
 listing of any Disclosable Special Servicer Fees received by the
Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master
Servicer;


 


(xxxiv)        the
amount of any Excess Interest actually received; and


 






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(xxxv)         [RESERVED].


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i)
and (x) above as to the applicable Class, aggregated for such
 calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as
the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to
 enable Certificateholders to prepare their tax returns
for such calendar year. Such obligation of the Certificate Administrator
 shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the
Certificate Administrator pursuant to any requirements of the
Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to
the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)      [RESERVED].


 


(c)      Each
of
 the Master Servicer and the Special Servicer may, at its sole cost and
expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information
available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required
or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective
Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has
executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a
licensed or registered investment advisor) to the extent such
action does not conflict with the terms of this Agreement (including
without limitation, any requirements to keep Privileged Information
confidential), the terms of the Mortgage Loans or applicable law.
Notwithstanding this paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be
deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing
access to the Master Servicer’s Internet website, the
Master Servicer shall take reasonable measures to ensure that only such
parties listed above may access such information





 






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including,
without
 limitation, requiring registration, a confidentiality agreement and
acceptance of a disclaimer. Neither the Master Servicer
nor the Special Servicer, as the case may be, shall be liable for
dissemination of this information in accordance with this Agreement,
and neither the Master Servicer nor the Special Servicer shall be
responsible for any information delivered, produced, or made
available pursuant to Section 3.13 and Section 4.02(a), other than information produced by the Master Servicer
or the Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein
with respect to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any
report provided pursuant to this Section 4.02(c), any reasonable disclaimer with respect to information provided, or any
assumptions required to be made by such report.


 


The
Special
 Servicer shall from time to time (and, in any event, as may be
reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the
Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental
information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the
 Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer.
Unless the Certificate Administrator has actual knowledge
that any report or file received from the Master Servicer contains
erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to
Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or
Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the
 case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any
 information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part
of any other party hereto).


 


(d)      Upon
the
 written request of a Certificateholder, any beneficial owner of a
Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a
Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the
Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate
Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying
 applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the
Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any
 available information so furnished to any person including





 






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any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)      The
information
 to which any Certificateholder is entitled is limited to the
information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of
any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any
Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the
 reasonable request of the Directing Certificateholder or any
Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded
Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s
 (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such
Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as
applicable, the Master Servicer or the Special
Servicer shall provide or make available (or forward electronically) to
the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing
Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons
 through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such
Controlling Class Certificateholder, as applicable, through the
Certificate Administrator’s Website because the Directing
Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to
another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in
connection therewith, the Master Servicer or the Special Servicer
may require a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, generally to the effect
that such Person is the Directing Certificateholder or
a Controlling Class Certificateholder, will keep such Excluded
Information confidential and is not a Borrower Party, upon which
the Master Servicer or the Special Servicer may conclusively rely. In
addition, the Master Servicer and the Special Servicer shall
be entitled to conclusively rely on delivery from the Directing
Certificateholder or a Controlling Class Certificateholder, as
applicable, of an Investor Certification substantially in the form of Exhibit P-1B that the Directing Certificateholder
or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.
For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded
Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03           P&I Advances.
 (a) On or before 4:00 p.m.,
New York City time, on each P&I Advance Date, the Master Servicer
shall (i) remit to the Certificate Administrator for
deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I
Advances, if any, with respect to the Mortgage Loans to be made in
respect of the related Distribution Date, (ii) apply amounts
held in the Collection Account, for future distribution to
Certificateholders in subsequent months in discharge of any such
obligation
to make P&I Advances or (iii) make P&I Advances in the form
 of any


 






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combination
of
 (i) and (ii) aggregating the total amount of P&I Advances to
be made. Any amounts held in the Collection Account for
future distribution and so used to make P&I Advances shall be
appropriately reflected in the Master Servicer’s records
and replaced by the Master Servicer by deposit in the Collection Account
 on or before the next succeeding P&I Advance Date
(to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Master Servicer
shall notify the Certificate Administrator of (i) the
aggregate amount of P&I Advances for a Distribution Date and
(ii) the amount of any Nonrecoverable P&I Advances for
such Distribution Date, on or before two (2) Business Days prior to such
 Distribution Date. If the Master Servicer fails to make
a required P&I Advance by 4:00 p.m., New York City time, on any
 P&I Advance Date, the Trustee shall make such P&I
Advance pursuant to Section 7.05 by noon, New York City time, on
the related Distribution Date, unless the Master Servicer
shall have cured such failure (and provided written notice of such cure
to the Trustee and the Certificate Administrator) by 11:00 a.m.,
New York City time, on such Distribution Date. In the event that the
Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of
such circumstances by 4:30 p.m., New York City time,
on the related P&I Advance Date. Notwithstanding the foregoing, the
portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date.


 


If
the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with
a related Serviced Companion Loan, then it shall provide to the related other master servicer and Other Trustee under the Other
Pooling and Servicing Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan within
two (2) Business Days of making such P&I Advance.


 


If
the Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide
to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within
two (2) Business Days of making such P&I Advance.


 


(b)      Subject
to Section 4.03(c) and Section 4.03(e) below, the amount
of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal
 to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing
at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loan
(including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the
related Collection Period and were not received as of
the close of business on the Business Day preceding the related P&I
Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan
 delinquent in respect of its Balloon Payment as of the
P&I Advance Date (including any REO Loan (other than any portion of
an REO Loan related to a Companion Loan) as to which the
related Balloon Payment would have been past due), an amount equal to
the Assumed Scheduled Payment therefor. Subject to Section
4.03(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage


 






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Loan
(including
 any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of
an REO Loan related to a Companion Loan), shall
continue until the Distribution Date on which the proceeds, if any,
received in connection with a Liquidation Event or the disposition
of the REO Property, as the case may be, with respect thereto are to be
distributed. No P&I Advances shall be made with respect
to any Companion Loan.


 


(c)      Notwithstanding
anything
 herein to the contrary, no P&I Advance shall be required to be made
 hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each
Serviced Mortgage Loan, the Master Servicer, the Special Servicer
or the Trustee shall make its determination that a P&I Advance that
has been made on such Serviced Mortgage Loan is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a
 Nonrecoverable Advance with respect to such Serviced
Mortgage Loan independently of any determination made by the applicable
Other Servicer or Other Trustee, as the case may be, under
the applicable Other Pooling and Servicing Agreement in respect of the
related Serviced Companion Loan. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed P&I
Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding P&I Advance with respect to a Serviced Mortgage
Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer or the Trustee, as
applicable, shall provide the applicable Other Servicer written
notice of such determination within two (2) Business Days of the date of
 such determination. If the Master Servicer receives written
notice from the related Other Servicer, as the case may be, that an
Other Servicer or the Other Trustee has determined, in accordance
with the applicable Other Pooling and Servicing Agreement with respect
to a Serviced Companion Loan, that any proposed advance
under the applicable Other Pooling and Servicing Agreement that is
similar to a P&I Advance would be, or any outstanding advance
under such Other Pooling and Servicing Agreement that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master
Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the Master Servicer and the Trustee shall not be
required to make any additional P&I Advances with respect
to the related Serviced Mortgage Loan unless and until the Master
Servicer or the Trustee, as the case may be, determines that
any such additional P&I Advances with respect to the related
Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the
 related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the Master Servicer, the Special Servicer or
 the Trustee, as the case may be, shall have the sole
discretion provided in this Agreement to determine that any future
P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a Nonrecoverable Advance.


 


With
respect
 to each Non-Serviced Mortgage Loan, the Master Servicer, the Special
Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a
Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such
 Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced


  






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PSA
in
 respect of the related Non-Serviced Companion Loan. If the Master
Servicer, the Special Servicer or the Trustee determines
that a proposed P&I Advance with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I Advance with
respect to a Non-Serviced Mortgage Loan previously made, would be, or
is, as applicable, a Nonrecoverable Advance, the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer written notice of such determination within two (2)
Business Days of the date of such determination. If the Master
Servicer receives written notice from the related Non-Serviced Master
Servicer or the related Non-Serviced Special Servicer, as
the case may be, that either has determined, or the Non-Serviced Trustee
 has determined, in accordance with the applicable Non-Serviced
PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar
to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is,
a nonrecoverable advance, then the Master Servicer, the Special Servicer
 or the Trustee may, based upon such determination, determine
that any P&I Advance previously made or proposed to be made with
respect to the related Non-Serviced Mortgage Loan will be
a Nonrecoverable P&I Advance. Thereafter, in either case, the Master
 Servicer and the Trustee shall not be required to make
any additional P&I Advances with respect to the related Non-Serviced
 Mortgage Loan unless and until the Master Servicer or
the Trustee, as the case may be, determines that any such additional
P&I Advances with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which
determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as the case may be, or otherwise. For the avoidance
of doubt, the Master Servicer, the Special Servicer or the Trustee, as
the case may be, shall have the sole discretion provided
in this Agreement to determine that any future P&I Advance or
outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)      In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
 the Master
Servicer shall be entitled to pay the Trustee and itself (in that order
of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds
allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the
related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I
Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will
 accrue on any P&I Advance (i) if the related
Periodic Payment is received on or before the related Due Date has
passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date
but on or prior to the related P&I Advance Date. The
Master Servicer shall reimburse itself and/or the Trustee, as the case
may be, for any outstanding P&I Advance, subject to
Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in
the Collection Account.


 


(e)      Notwithstanding
the
 foregoing, (i) neither the Master Servicer nor the Trustee shall
make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, or
 Balloon Payments or make any P&I Advance with respect
to any Companion Loan and (ii) if an Appraisal Reduction Amount has
 been determined with respect to any Mortgage Loan (or,
in the case of a Non-Serviced Whole Loan,


 






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an
“appraisal
 reduction amount” (or similar item) has been made in accordance with
the related Non-Serviced PSA and the
Master Servicer has notice of such appraisal reduction amount) then in
the event of subsequent delinquencies thereon, the interest
portion of the P&I Advance in respect of such Mortgage Loan for the
related Distribution Date shall be reduced (it being herein
acknowledged that there shall be no reduction in the principal portion
of such P&I Advance) to equal the product of (x) the
amount of the interest portion of such P&I Advance for such Mortgage
 Loan for such Distribution Date without regard to this
clause 4.03(e)(ii), and (y) a fraction, expressed as a
percentage, the numerator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount
(or, in the case of a Serviced Whole Loan, the portion of such Appraisal
 Reduction Amount allocated to the related Mortgage Loan),
if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such
Distribution Date. For purposes of the immediately preceding sentence,
the Periodic Payment due on the Maturity Date for a Balloon
Mortgage Loan will be the Assumed Scheduled Payment for the related
Distribution Date.


 


Section
4.04           Allocation of Realized Losses. (a) On each Distribution
Date, immediately following the distributions to be made on such date pursuant to Section 4.01,
 the Certificate Administrator
shall calculate the Realized Loss for such Distribution Date. Any
allocation of Realized Losses to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount
so allocated. Any Realized Losses so allocated to a Class
of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an
 allocation of losses and other shortfalls experienced
by the Trust. Reimbursement of previously allocated Realized Losses will
 not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate
Balance of the applicable Class of Certificates in respect of
which any such reimbursement is made. With respect to any Class of
Principal Balance Certificates, to the extent any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal
collections on the Mortgage Loans and previously resulted
in a reduction of the Principal Distribution Amount are subsequently
recovered on the related Mortgage Loan, the amount of such
recovery will be added to the Certificate Balance of the Class or
Classes of Principal Balance Certificates that previously were
allocated Realized Losses, in sequential order according to the priority
 of payments for the Principal Balance Certificates (and
in the case of the Principal Balance Certificates that are Senior
Certificates, on a pro rata basis according to the amount
of unreimbursed Realized Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses allocated
to such Class of Principal Balance Certificates.


 


(b)      (i)  On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)      [RESERVED].


 


(c)      With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b) with


 






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respect
to such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect
thereto as a write-off.


 


Section
4.05           Appraisal Reduction Amounts; Collateral Deficiency Amounts.
(a) For purposes of (x) determining the Controlling Class (and
 whether a Control Termination Event has occurred and
is continuing) and (y) determining the Voting Rights of the related
 Classes for purposes of removal of the Special Servicer
or the Operating Advisor, Appraisal Reduction Amounts and Cumulative
Appraisal Reduction Amounts (with respect to a Serviced Whole
Loan, to the extent allocated to the related Mortgage Loan) shall be
allocated to each Class of Principal Balance Certificates
solely to the extent of the related Appraisal Reduction Amount and
Cumulative Appraisal Reduction Amount, respectively, in Reverse
Sequential Order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class is reduced
to zero.


 


As
of
 the first Determination Date following a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) becoming an AB Modified Loan,
the Special Servicer shall calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking
into account the most recent Appraisal obtained by the Special Servicer
with respect to such Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. Upon obtaining
 knowledge or receipt of notice by the Special Servicer
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the
Special Servicer shall (i) promptly obtain from the related
Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee the most recent appraisal with respect to
such AB Modified Loan, in addition to all other information reasonably
required by the Special Servicer to calculate whether a
Collateral Deficiency Amount exists with respect to such AB Modified
Loan, and (ii) as of the first Determination Date following
receipt by the Special Servicer of the appraisal and any other
information set forth in the immediately preceding clause (i)
that the Special Servicer reasonably expects to receive, calculate
whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, taking into account the most recent appraisal
obtained by the Non-Serviced Special Servicer with respect
to such Non-Serviced Mortgage Loan, and all other information in its
possession relevant to a Collateral Deficiency Amount determination.
Upon obtaining knowledge or receipt of notice by any other party to this
 Agreement that a Non-Serviced Mortgage Loan has become
an AB Modified Loan, such party shall promptly notify the Special
Servicer thereof. Upon reasonable prior written request, the
Master Servicer shall provide the Special Servicer with information in
its possession that is reasonably required to calculate
or recalculate any Collateral Deficiency Amount. None of the Master
Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator shall calculate or verify any Collateral Deficiency
Amount.


 


For
purposes
 of determining the Controlling Class and whether a Control Termination
Event has occurred and is continuing, Collateral
Deficiency Amounts allocated to an AB Modified Loan will be allocated to
 each Class of Control Eligible Certificates in Reverse
Sequential Order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class of Control
Eligible Certificates is reduced to zero. For the avoidance of doubt,
for purposes of determining the Controlling Class or the
occurrence and continuance of a Control Termination Event, any Class of
Control Eligible Certificates shall be allocated both
applicable Appraisal Reduction Amounts and applicable Collateral
Deficiency Amounts (the


 






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sum
of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a),
but only to the extent of the Appraisal Reduction Amounts and Cumulative Appraisal Reduction Amounts.


 


With
respect
 to (i) any Appraisal Reduction Amount calculated for the purposes of
determining the Voting Rights of the related Classes
for purposes of removal of the Special Servicer or Operating Advisor and
 (ii) any Appraisal Reduction Amount or Collateral Deficiency
Amount calculated for purposes of determining the Controlling Class or
the occurrence and continuance of a Control Termination
Event, the appraised value of the related Mortgaged Property shall be
determined on an “as is” basis.


 


The
Special
 Servicer shall promptly notify the Master Servicer and the Certificate
Administrator, to the extent it receives such information,
of the amount of any Appraisal Reduction Amount, any Collateral
Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced
Whole Loan (which notification shall be satisfied through
delivery of such Appraisal Reduction Amount as included in the CREFC®
 Appraisal Reduction Amount Template included
in the CREFC® Investor Reporting Package with respect to the Collateral
Deficiency Amount and the Cumulative Appraisal Reduction
Amount) and the Certificate Administrator shall promptly post notice of
such Appraisal Reduction Amount, Collateral Deficiency
Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to
the Certificate Administrator’s Website. Based on
information in its possession, the Certificate Administrator shall
determine from time to time which Class of Certificates is
the Controlling Class. Promptly upon its determination of a change in
the Controlling Class, the Certificate Administrator shall
notify the Master Servicer, the Special Servicer and the Operating
Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder and the identity of
the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)      (i)
The
 Holders of the majority of Voting Rights of any Class of Control
Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right, at their sole
expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan)
for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”). With respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the
Special Servicer shall use its reasonable efforts to cause such
Appraisal to be (i) delivered within thirty (30) days from receipt
of the Requesting Holders’ written request and (ii) prepared on an
“as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)      Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the


 






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Appraisal
Reduction
 Amount or Collateral Deficiency Amount is warranted, and if so
warranted, shall recalculate the Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, based on such
supplemental Appraisal and any information received from
the Master Servicer. If required by such recalculation, the
Appraised-Out Class shall be reinstated as the Controlling Class and
each Appraised-Out Class shall, if applicable, have its related
Certificate Balance notionally restored to the extent required
by such recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable. The Holders of an Appraised-Out
Class shall refrain from exercising any direction, control, consent
and/or similar rights of the Controlling Class until such
time, if any, as the Class is reinstated as the Controlling Class (such
period beginning upon receipt by the Special Servicer
of any request to obtain a supplemental Appraisal pursuant to clause (i)
 above to but excluding the date on which
either (A) the Special Servicer determines that no recalculation of
 the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted or (B) the Special Servicer recalculates the
Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling
Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates that
is not an Appraised-Out Class, if any.


 


(c)      With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed,
notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update
of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would
be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section
4.05(b) above), shall deliver a copy thereof to the Master Servicer,
 the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence and continuance of any
Consultation Termination Event and (ii) other than with
respect to any Mortgage Loan that is an Excluded Loan as to such party)
the Directing Certificateholder. Based upon such Appraisal
or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b)
 above), the Special Servicer shall
determine or redetermine, as applicable, and report to the Master
Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence and continuance of any
Consultation Termination Event and (ii) other than with
respect to any Mortgage Loan that is an Excluded Loan) the Directing
Certificateholder, the amount and calculation or recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount with
respect to such Mortgage Loan, Companion Loan or Serviced
Whole Loan, as applicable, and such report shall be delivered in the
CREFC® Appraisal Reduction Template format;
provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar
as such failure results from a failure of the Master Servicer to provide sufficient information to the Special





 






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Servicer
to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Following the
Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master Servicer
shall provide such information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update
File and the CREFC® Appraisal Reduction Template provided to
it by the Special Servicer or such other report or
reports mutually agreed upon between the Master Servicer and the
Certificate Administrator, and the Certificate Administrator
will calculate the Appraisal Reduction Amount and the Cumulative
Appraisal Reduction Amount. Such report of the Appraisal Reduction
Amount shall also be forwarded by the Master Servicer (or the Special
Servicer if the related Mortgage Loan is a Specially Serviced
Loan), to the extent the related Serviced Companion Loan has been
included in an Other Securitization, to the Other Servicer and
Other Trustee of such Other Securitization into which the related
Serviced Companion Loan has been sold, or to the holder of any
related Serviced Companion Loan by the Master Servicer (or the Special
Servicer if the related Mortgage Loan is a Specially Serviced
Loan). If the Special Servicer is required to redetermine the Appraisal
Reduction Amount or Collateral Deficiency Amount, such
redetermined Appraisal Reduction Amount or Collateral Deficiency Amount
shall replace the prior Appraisal Reduction Amount or
Collateral Deficiency Amount, as applicable, with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence and continuance of a Consultation Termination
Event (and unless the related Mortgage Loan is an Excluded
Loan as to such party), the Special Servicer shall consult with the
Directing Certificateholder with respect to any Appraisal,
valuation or downward adjustment in connection with an Appraisal
Reduction Amount or Collateral Deficiency Amount. Notwithstanding
the foregoing but subject to Section 4.05(b), the Special
Servicer will not be required to obtain an Appraisal or conduct
an internal valuation, as applicable, with respect to a Mortgage Loan or
 related Companion Loan or Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred to the extent the Special
Servicer has obtained an Appraisal or conducted such a valuation
(in accordance with requirements of this Agreement), as applicable, with
 respect to the related Mortgaged Property within the
twelve-month period immediately prior to the occurrence of such
Appraisal Reduction Event. Instead, the Special Servicer may use
such prior Appraisal or valuation, as applicable, in calculating any
Appraisal Reduction Amount with respect to such Mortgage
Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material
change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor; provided
that the Special Servicer’s failure to timely make such request
shall not relieve the Master Servicer of its obligation
to use reasonable efforts to provide such information to the Special
Servicer within four (4) Business Days following the Special
Servicer’s reasonable request. The Master Servicer shall not calculate
Appraisal Reduction Amounts.


 


(d)      Any
Mortgage
 Loan (other than a Non-Serviced Mortgage Loan), any related Serviced
Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected
Loan (for such purposes taking


 






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into
account
 any amendment or modification of such Mortgage Loan, any related
Serviced Companion Loan and any Serviced Whole Loan,
as applicable), and with respect to which no other Appraisal Reduction
Event has occurred and is continuing, will no longer be
subject to an Appraisal Reduction Amount. Any Appraisal Reduction Amount
 in respect of a Non-Serviced Whole Loan shall be calculated
by the applicable party under and in accordance with and pursuant to the
 terms of the applicable Non-Serviced PSA.


 


(e)      Each
Serviced
 Whole Loan will be treated as a single Mortgage Loan for purposes of
calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced
Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the
related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB
Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and
second, pro rata, between the related Serviced AB
Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal
 Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related
Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06           Grantor Trust Reporting. (a)
 The parties intend
that the portions of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust
shall be conducted so as to qualify such portion as, a “grantor trust”
under subpart E, part I of subchapter J of
the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither
the Trustee nor the Certificate Administrator shall have the power to
vary the investment of the Holders of the Class Z Certificates
so as to improve their rate of return. The Certificate Administrator
shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to
 the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate
Administrator shall (A) file, or cause to be filed,
Internal Revenue Service Form 1041, Form 1099 or such other
form as may be applicable with the Internal Revenue Service
with copies of the statements in the following clause and
(B) furnish, or cause to be furnished, to the Holders of the
Class Z
Certificates their share of the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner
required by the Code.


 


(b)      If
the
 Certificate Administrator receives notice that the Class Z Certificates
 are held through a “middleman” as defined
by the WHFIT Regulations then the Grantor Trust shall be a WHFIT that is
 WHMT. The Certificate Administrator will report as required
under the WHFIT Regulations to the extent such information as is
reasonably necessary to enable the Certificate Administrator
to do so is provided to the Certificate Administrator on a timely basis.
 The Certificate Administrator is hereby directed to assume
that the “middleman” identified in such notice is the only “middleman”
unless the Depositor provides the
Certificate Administrator with the identities of other “middlemen” that
are Certificateholders. The Certificate Administrator
shall be entitled to indemnification in accordance with the terms of
this





 






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Agreement
in
 the event that the Internal Revenue Service makes a determination that
the notice pursuant to the first sentence of this paragraph
is incorrect.


 


(c)      The
Certificate
 Administrator shall report required WHFIT information using the accrual
 method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator
shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall
make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be
responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the
 Certificateholder.


 


(d)      The
Certificate
 Administrator shall not be liable for failure to meet the reporting
requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of
 reasonably necessary information being provided to the
Certificate Administrator or (ii) incomplete, inaccurate or
untimely information being provided to the Certificate Administrator.
Each Holder of a Class Z Certificate, by acceptance of its interest
 in such Class of securities, will be deemed to have
agreed to provide the Certificate Administrator with information
regarding any sale of such securities, including the price, amount
of proceeds and date of sale. Absent receipt of information regarding
any sale of a Class Z Certificate, including the price,
amount of proceeds and date of sale from the beneficial owner thereof or
 the Depositor, the Certificate Administrator shall assume
there is no secondary market trading of WHFIT interests.


 


(e)      To
the
 extent required by the WHFIT Regulations, the Certificate Administrator
 shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so
published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the
website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate
Administrator will use a reasonable identifier number in lieu of a
CUSIP. The Certificate Administrator shall not be liable for investor
reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 


Section
4.07           Investor Q&A Forum; Investor Registry; and Rating Agency
Q&A Forum and Document Request Tool. (a) The Certificate Administrator shall make available, only to Privileged Persons,
the Investor Q&A Forum. The “Investor Q&A Forum” shall be
 a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and beneficial owners of
Certificates that are Privileged Persons may submit questions
to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special
Servicer, as the case may be, relating to the reports being made
available pursuant to Sections 3.13(b) and Section
3.13(d), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the
Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions
by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively,
“Inquiries”), and (ii) Privileged Persons may view Inquiries
 that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the
Master Servicer, the Special Servicer, Certificate Administrator
or the Operating


 






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Advisor,
as
 applicable, and in the case of any Inquiry relating to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate
 Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following:
REAM_InvestorRelations@wellsfargo.com), in each case within a
commercially
reasonable period of time following receipt thereof. Following receipt
of an Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable,
unless such party determines not to answer such Inquiry
as provided below, shall reply to the Inquiry, which reply of the Master
 Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by
electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as
applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or
failure to obtain such answer. The Certificate Administrator
shall post (within a commercially reasonable period of time following
preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master
Servicer, the Special Servicer or the Operating Advisor determines, in
its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described above, (ii) answering
any Inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (iii) answering any Inquiry would be
 in violation of applicable law, the applicable Mortgage
Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, (v) answering any Inquiry would require the
disclosure of Privileged Information (subject to the Privileged
Information Exception), (vi) that answering the inquiry would or is
 reasonably expected to result in a waiver of an attorney-client
privilege or the disclosure of attorney work product or
(vii) answering any Inquiry is otherwise, for any reason, not
advisable,
it shall not be required to answer such Inquiry and, in the case of the
Master Servicer, the Special Servicer or the Operating
Advisor, shall promptly notify the Certificate Administrator of such
determination. In addition, no party shall post or otherwise
disclose any direct communications with the Directing Certificateholder
or the Risk Retention Consultation Party (in its capacity
as Risk Retention Consultation Party) as part of its response to any
Inquiries. The Certificate Administrator shall notify the
Person who submitted such Inquiry in the event that the Inquiry will not
 be answered. Any notice by the Certificate Administrator
to the Person who submitted an Inquiry that will not be answered shall
include the following statement: “Because the Pooling
and Servicing Agreement provides that the Master Servicer, the Special
Servicer, the Certificate Administrator and the Operating
Advisor shall not answer an Inquiry if it determines, in its respective
sole discretion, that (i) any Inquiry is beyond the
scope of the topics described in the Pooling and Servicing Agreement,
(ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law
or the applicable Mortgage Loan documents, (iv) answering any
Inquiry would materially increase the duties of, or result
in significant additional costs or expenses to the Trustee, the Master
Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry
would require the disclosure of Privileged Information, or
(vi) answering any Inquiry is otherwise, for any reason, not
advisable, no inference should or


 






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may
be
 drawn from the fact that the Master Servicer, the Special Servicer, the
 Certificate Administrator or the Operating Advisor
has declined to answer the Inquiry.” Answers posted on the Investor
Q&A Forum will be attributable only to the respondent,
and shall not be deemed to be answers from any of the Depositor, the
Underwriters or any of their respective Affiliates. None
of the Underwriters, Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor or any of their respective Affiliates will certify to any of the
 information posted in the Investor Q&A Forum and
no such party shall have any responsibility or liability for the content
 of any such information. The Certificate Administrator
shall not be required to post to the Certificate Administrator’s Website
 any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or
ministerial in nature. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not
submitted via the Certificate Administrator’s Website.
Notwithstanding the foregoing, the Operating Advisor shall not be
required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)      The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a
voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are
Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that
has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a
Certificate Owner and a Privileged Person and (b) it
grants authorization to the Certificate Administrator to make its name
and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to
 persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such
as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and
Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it
wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the
Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for
verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any
 information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor
 Registry.


 


(c)      The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency
Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the
forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for
loan-level reports and other related information. Upon receipt of a


 






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Rating
Agency
 Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency
Inquiry to the appropriate person (in the case of the Master Servicer to
 the following: RAInvRequests@wellsfargo.com), in each
case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from
the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as the case may be, unless it determines not to answer
such Rating Agency Inquiry as provided below, shall reply by email to
the Certificate Administrator. The 17g-5 Information Provider
shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with
the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any
reports posted by the 17g-5 Information Provider in response to an
inquiry may be posted on a separate website or web page accessible
by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special
Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation
of applicable law, the Servicing Standard, this Agreement or any
Mortgage Loan documents, (ii) answering any Rating Agency
Inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege with, or the disclosure of attorney
work product, or (iii) (A) answering any Rating Agency Inquiry
 would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or the Special Servicer, as
applicable,
and (B) the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, determines in accordance
with the Servicing Standard (or in good faith, in the case of the
Certificate Administrator) that the performance of such duties
or the payment of such costs and expenses is beyond the scope of its
duties in its capacity as Certificate Administrator, Master
Servicer or Special Servicer, as applicable, under this Agreement, it
shall not be required to answer such Rating Agency Inquiry
and shall promptly notify the 17g-5 Information Provider by email of
such determination. The 17g-5 Information Provider shall
promptly thereafter post the Rating Agency Inquiry with the reason it
was not answered to the Rating Agency Q&A Forum and
Document Request Tool. The 17g-5 Information Provider shall not be
liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request
 Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request
Tool will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the
Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency
Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such
information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or
ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other
communications that are not submitted via the 17g-5 Information
Provider’s
Website.


 


Section
4.08           Secure Data Room. (a) The Certificate Administrator
shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File
Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the
Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt
thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually


 






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received
by
 it to the Secure Data Room. Access to the Secure Data Room shall be
granted by the Certificate Administrator to (i) the
Asset Representations Reviewer and (ii) any other Person at the
direction of the Depositor, in each case, upon the occurrence
of an Affirmative Asset Review Vote and receipt by the Certificate
Administrator of a certification substantially in the form
of Exhibit QQ hereto (which shall be sent via email to
trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s website). In no case whatsoever
shall Certificateholders be permitted to access the
Secure Data Room. For the avoidance of doubt, the Certificate
Administrator shall be under no obligation to post any documents
or information to the Secure Data Room other than the contents of the
Diligence Files initially delivered to it by the Depositor.


 


(b)      The
Certificate
 Administrator shall not have any obligation or duty to verify, review,
confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the
Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information
constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate
Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence
 File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is
posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate
Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for
posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or
dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence
is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required
to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant
to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)      Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07,
 the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor
certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the
transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its
responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on
which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may direct the
 Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End
of Article IV]


 






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ARTICLE
V



THE CERTIFICATES


 


Section
5.01           The Certificates. (a) The Certificates will be
substantially in the respective forms annexed hereto as Exhibit A-1 through and including Exhibit A-3,
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be
necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Class X-A and Class
X-B Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
 integral multiples of $1.00 in excess thereof. The Class X-D,
Class X-E, Class X-F, Class X-G and Class X-NR Certificates will be
issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $250,000 and in integral multiples of
$1.00 in excess thereof. The Offered Certificates (other
than the Class X-A Certificates and Class X-B Certificates)
will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral
multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than any Class X Certificates and other than the
Class Z and Class R Certificates) will be issuable in
minimum Denominations of authorized initial Certificate Balance of not
less than $100,000, and in integral multiples of $1.00
in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1.00, then a single additional Certificate of
such Class may be issued in a minimum denomination of authorized
initial Certificate Balance or initial Notional Amount, as applicable,
that includes the excess of (i) the Original Certificate
Balance or initial Notional Amount, as applicable, of such Class over
(ii) the largest integral multiple of $1.00 that does
not exceed such amount. The Class Z Certificates shall be issued,
maintained and transferred in minimum percentage interests
of 5% of such Class Z Certificates and in integral multiples of 1
in excess thereof. The Class R Certificates shall
be issued, maintained and transferred in minimum percentage interests of
 10% of such Class R Certificates and in integral
multiples of 1% in excess thereof.


 


(b)      One
authorized
 signatory shall sign the Certificates for the Certificate Registrar by
manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that
office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate
shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the
Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and
countersigned under this Agreement.


 


Section
5.02           Form and Registration. No transfer of any Non-Registered
Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act,
and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the


 






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Initial
Purchasers
 to RREF III-D U 2017-C4, LLC) is to be made in reliance upon an
exemption from the Securities Act, and under the applicable
state securities laws, then either:


 


(a)      Each
Class
 of the Non-Registered Certificates sold to institutions that are
non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be
represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the
applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited
 on the Closing Date on behalf of the purchasers
of the Non-Registered Certificates represented thereby with the
Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the
nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the
expiration of the 40-day period commencing on the later
of the commencement of the offering and the Closing Date (the “Restricted Period”),
 beneficial interests in
each Temporary Regulation S Book-Entry Certificate may be held only
 through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary
Regulation S Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the
applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the
Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall
only be made upon delivery to the Certificate Registrar
by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted
Period, distributions due in respect of any beneficial interests in a
Temporary Regulation S Book-Entry Certificate shall
not be made to the holders of such beneficial interests unless exchange
for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The
aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may
 from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


On
the
 Closing Date, the Certificate Administrator shall execute, the
Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the
Regulation S Book-Entry Certificates, which shall be held by
the Certificate Registrar for purposes of effecting the exchanges
contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with
the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with
transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then
 Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the
Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)      Certificates
of
 each Class of Non-Registered Certificates (other than the RR Interest
during the Transfer Restriction Period) offered and sold
to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented
by Rule 144A Book-Entry Certificates, which shall be deposited with
 the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name
of


 






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the
Depository
 or a nominee of the Depository. The aggregate Certificate Balance of a
Rule 144A Book-Entry Certificate may from
time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


(c)      Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers and the Class R Certificates (the “Non-Book Entry Certificates”)
shall
 be in the form of Definitive Certificates, substantially in the
applicable form set forth as an exhibit hereto, and shall
be registered by the Certificate Registrar in the name of such investors
 or their nominees who have provided the Certificate Registrar
with an Investment Representation Letter substantially in the form of Exhibit C, and the Certificate Registrar shall deliver
the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners, or, in the case of the RR
Interest, as provided in Section 5.02(e). For the avoidance of doubt, the Class Z and Class R Certificates and the
RR Interest shall only be in the form of Definitive Certificates.


 


(d)      Owners
of
 beneficial interests in Book-Entry Certificates of any Class shall not
be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate
Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with
respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the
Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted
or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has
been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain
possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class
that are in the form of Book-Entry Certificates and upon
surrender by the Depository of any Book-Entry Certificate of such Class
and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the
form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry
Certificate, the same legends regarding transfer restrictions
borne by such Book-Entry Certificate), and thereafter the Certificate
Registrar shall recognize the Holders of such Definitive
Certificates as Certificateholders under this Agreement. Unless and
until Definitive Certificates are issued in respect of a Class
of Book-Entry Certificates, beneficial ownership interests in such Class
 of Certificates will be maintained and transferred on
the book entry records of the Depository and Depository Participants,
and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon
instructions received from the related registered Holders of
Certificates
through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein,
all references herein to payments, notices, reports and statements to
Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the
registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 






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(e)      During
the
 Transfer Restriction Period, any RR Interest shall only be held as a
Definitive Certificate in the Retained Interest Safekeeping
Account by the Certificate Administrator (and each Retaining Party’s
respective interest shall be tracked in the form of
an entry in the Certificate Administrator’s trust accounting system
under the Retained Interest Safekeeping Account), for
the benefit of the Holder of the related Certificate. The Certificate
Administrator shall hold the RR Interest in safekeeping
and shall release the same only upon receipt of written instructions
from the Retaining Sponsor and the Depositor, and in accordance
with any authentication procedures as may be utilized by the Certificate
 Administrator and in accordance with Section 5.03(i). 
There shall be, and hereby is, established by the Certificate
Administrator an account which will be designated the "Retained
Interest Safekeeping Account” and into which the RR Interest shall be
held and which shall be governed by and subject to
this Agreement.  In addition, on and after the date hereof, the
Certificate Administrator may establish any number of subaccounts
to the Retained Interest Safekeeping Account for each Retained Party.  The RR
Interest
 to be delivered in physical form to the Certificate Administrator shall
 be delivered as set forth herein. No amounts
distributable to the RR Interest shall be remitted to the Retained
Interest Safekeeping Account, but shall be remitted directly
to each Retained Party in accordance with written instructions provided
separately by each Retained Party to the Certificate
Administrator. 
Under no circumstances by virtue of safekeeping the RR Interest shall
the Certificate Administrator be obligated to bring legal
action or institute proceedings against any person on behalf of the
Retained Parties. During the Transfer Restriction Period and
for such longer time as the Retaining Parties may request, the
Certificate Administrator shall hold the Definitive Certificate
representing the RR Interest at the below location, or any other
location; provided the Certificate Administrator has given
notice to each of the Retaining Parties of such new location:


 


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor and the Retaining Sponsor
substantially in the form of Exhibit SS to this Agreement evidencing its receipt of the RR Interest.


 


The
Certificate
 Administrator shall make available to each Retaining Party its
respective account information as mutually agreed upon
by the Certificate Administrator and each respective Retaining Party,
and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of a RR Interest shall be subject
to Section 5.03(g), Section 5.03(i) and,
if applicable, Section 5.03(n).


 


Section
5.03           Registration of Transfer and Exchange of Certificates. (a)
The Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in
 which, subject to such reasonable regulations as it may prescribe, the
Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
 provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the





 






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aggregate
holdings
 of Certificates of each Class of Non-Registered Certificates
represented by a Temporary Regulation S Book-Entry
Certificate, a Regulation S Book-Entry Certificate and a
Rule 144A Book-Entry Certificate and accepting Certificates
for exchange and registration of transfer, (ii) holding the RR Interest
as Definitive Certificates on behalf of each Holder of
such Class and (iii) transmitting to the Depositor, the Master
Servicer and the Special Servicer any notices from the
Certificateholders.
No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of Transfer
or exchange of any Certificate (other than Definitive Certificates)
referred to in this Section 5.03.


 


(b)      Subject
to the restrictions on transfer set forth in this ARTICLE V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)      Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate.
 If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate
Registrar as custodian for the Depository wishes at any time
during the Restricted Period to exchange its interest in such
Rule 144A Book-Entry Certificate for an interest in the Temporary
Regulation S Book-Entry Certificate of the same Class, or to
transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an
interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and
 procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary
 Regulation S Book-Entry Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
 of (1) instructions given in
accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary
Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to
be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the
Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in
 the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such
interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in
accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the
Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of
the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, to
credit or cause to be credited to the account of the Person specified in
 such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary
Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate,
 and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest
in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)      Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the


 






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Certificate
Registrar as custodian for the Depository wishes at any time following the Restricted Period to exchange its interest in such
Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate of the same Class, or to
transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures of the
Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the
Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate
in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto
 given by the
holder of such beneficial interest stating (A) that the transfer of
 such interest has been made in compliance with the transfer
restrictions applicable to the Book-Entry Certificates and pursuant to
and in accordance with Regulation S, or (B) that
the transferee is otherwise entitled to hold its interest in the
applicable Certificates in the form of an interest in the
Regulation S
Book-Entry Certificate, without any registration of such Certificates
under the Act (in which case such certificate shall enclose
an Opinion of Counsel to such effect and such other documents as the
Certificate Registrar may reasonably require), then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be
reduced, the Certificate Balance of the Rule 144A Book-Entry
Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified
 in such instructions a beneficial interest in the Regulation S
Book-Entry Certificate equal to the reduction in the Certificate Balance
 of the Rule 144A Book-Entry Certificate, and to
debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the
Rule 144A Book-Entry Certificate that is being exchanged or
transferred.


 


(e)      Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository
 wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry
 Certificate for an interest in the Rule 144A Book-Entry
Certificate of the same Class, or to transfer its interest in such
Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Book-Entry
Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Rule 144A Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.07, of
(1) instructions from Euroclear or Clearstream, if applicable, and
the Depository, directing the Certificate Registrar, as
registrar, to credit or cause to be credited a beneficial interest in
the Rule 144A Book-Entry Certificate equal to the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or
Regulation S


 






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Book-Entry
Certificate
 to be exchanged, such instructions to contain information regarding the
 participant account with the Depository to
be credited with such increase, (2) with respect to a transfer of
an interest in the Regulation S Book-Entry Certificate,
information regarding the participant account of the Depository to be
debited with such decrease and (3) with respect to
a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry
Certificate (i) during the Restricted Period, a certificate in the
form of Exhibit K hereto given by the holder
of such beneficial interest and stating that the Person transferring
such interest in the Temporary Regulation S Book-Entry
Certificate reasonably believes that the Person acquiring such interest
in the Rule 144A Book-Entry Certificate is a Qualified
Institutional Buyer or (ii) after the Restricted Period, an
Investment Representation Letter in the form of Exhibit C
attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in
 a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce,
or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be
increased, the Certificate Balance of the Rule 144A Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a
beneficial interest in the Rule 144A Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the
account of the Person making such transfer the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate that is being transferred.


 


(f)       Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S
Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a
certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L
 hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate,
shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The
Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders,
 a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests
 in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by
Euroclear or Clearstream of the certificate or certificates referred to
above may be relied upon by the Depositor and the Certificate
Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear
or Clearstream pursuant to the terms of this Agreement and the Temporary
 Regulation S Book-Entry Certificate. Upon any exchange
of interests in the Temporary Regulation S Book-Entry Certificate
for interests in the Regulation S Book-Entry Certificate,
the Certificate Registrar shall endorse the Temporary Regulation S
Book-Entry Certificate to reflect the reduction in the
Certificate Balance represented thereby by the amount so exchanged and
shall endorse the Regulation S Book-Entry Certificate
to reflect the corresponding increase in the amount represented thereby.
 Until so


 






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exchanged
in
 full and except as provided therein, the Temporary Regulation S
Book-Entry Certificate, and the Certificates evidenced
thereby, shall in all respects be entitled to the same benefits under
this Agreement as the Regulation S Book-Entry Certificate
and Rule 144A Book-Entry Certificate authenticated and delivered
hereunder.


 


(g)      Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a
Non-Book Entry Certificate (other than (a) a Class R Certificate
or (b) the RR Interest during the Transfer Restriction Period) wishes at
 any time to exchange its interest in such Non-Book Entry
Certificate for an interest in a Book-Entry Certificate of the same
Class, or to transfer all or part of such Non-Book Entry Certificate
to a Person who is entitled to take delivery thereof in the form of an
interest in a Book-Entry Certificate, such holder may,
subject to the rules and procedures of Euroclear or Clearstream, if
applicable, and the Depository, cause the exchange of all
or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of
the same Class. Upon receipt by the Certificate Registrar, as registrar,
 at its office designated in Section 5.07, of (1) such
Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form
of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry
Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S
Book-Entry Certificate) or in the form of Exhibit O hereto
(in the event that the applicable Book-Entry Certificate
is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new
Non-Book Entry Certificate equal to the aggregate Certificate Balance of
 the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the
portion of the Non-Book Entry Certificate to be exchanged and to credit,
 or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable
Book-Entry Certificate equal to the Certificate Balance
of the portion of the Non-Book Entry Certificate so canceled. Upon the
written direction of the Depositor (which may be by email
to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate
 Registrar shall execute any instrument as may be reasonably
required by the Depository to effect such exchange.


 


(h)      Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(c), Section 5.02(d), and subject to the issuance and transfer of the RR Interest during the Transfer
Restriction Period in accordance with Section 5.03(i), no
Non-Book Entry Certificate shall be issued to a transferee of
an interest in any Rule 144A Book-Entry Certificate, Temporary
Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate or to a transferee of a Non-Book Entry
Certificate (or any portion thereof).


 


(i)       Transfers
of RR Interest.  At all times, if a Transfer of any RR Interest
 after the Closing Date is to be made, then the Certificate
Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) (i) a certification
from


 






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such
Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3,
 which such
certification must be countersigned by the Retaining Sponsor and the
Depositor with a medallion stamp guarantee and (ii) a certification
from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit D-4,
which such certification must be countersigned by the Retaining Sponsor
and the Depositor with a medallion stamp guarantee.  Upon
receipt of the foregoing certifications, the Certificate Registrar
shall, subject to Section 5.02(e) and Section 5.03(a),
reflect such RR Interest in the name of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest
be held as a Book-Entry Certificate during the Transfer Restriction Period.


 


(j)       Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) and subsection (h) above (including the certification requirements intended to ensure that such
transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures as may
from time to time be adopted by the Certificate Registrar.


 


(k)      Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to
transfers made pursuant to the provisions of subsection (e) above.


 


(l)       If
Non-Registered
 Certificates are issued upon the transfer, exchange or replacement of
Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove
such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be
 removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may
include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure
that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory
evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)     All
Certificates
 surrendered for registration of transfer and exchange shall be canceled
 and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary
procedures.


 


(n)      With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers or with respect to the RR Interest, a Mortgage Loan Seller acting as Retaining Sponsor) of any such
Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1
 attached
hereto, to the effect that such proposed purchaser or transferee is not
and will not be (A) an employee benefit plan subject
to the fiduciary responsibility provisions of ERISA or a plan subject to
 Section 4975 of the Code, or a governmental plan
(as defined in Section 3(32) of ERISA), a church plan (as defined
in Section 3(33) of ERISA) for which no election has
been made under Section 410(d) of the Code or any other plan
subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the


 






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foregoing
provisions of ERISA or the Code (each, a “Plan”) or (B) a
person acting on behalf of or using the assets
of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such
Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its general account
under circumstances whereby the purchase and holding of
such Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under
Sections I and III of Prohibited Transaction
Class Exemption 95-60 (or, in the case of a Plan subject to
Similar
Law, would not result in a non-exempt violation of Similar Law) or
(ii) if such Certificate is presented for registration
in the name of a purchaser or transferee that is any of the foregoing,
an Opinion of Counsel in form and substance satisfactory
to the Trustee, the Certificate Administrator and the Depositor to the
effect that the acquisition and holding of such Certificate
by such purchaser or transferee will not constitute or result in a
non-exempt “prohibited transaction” within the
meaning of ERISA, Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee,
the Certificate Administrator, the Certificate Registrar, the Master
Servicer, the Special Servicer, any Sub-Servicer, the Initial
Purchasers, the Underwriters, the Operating Advisor, the Asset
Representations Reviewer or the Depositor to any obligation or
liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Agreement. The Trustee and Certificate
Administrator shall not register the sale, transfer, pledge or
other disposition of any ERISA Restricted Certificate unless the Trustee
 and Certificate Administrator have received either the
representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or
Opinions of Counsel shall not be borne by any of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Certificate Registrar, the Asset
Representations Reviewer or the Trust. Each Certificate Owner of an
ERISA Restricted Certificate shall be deemed to represent that it is not
 and will not become a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate
the provisions of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.


 


Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code
(an “ERISA Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan
Fiduciary”), will be deemed to have represented by its acquisition of such Certificates that:


 


(i)        none
of the Depositor, the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of their respective affiliated entities (the
“Transaction Parties”), has provided or will provide advice with
respect to the acquisition of Certificates
by the ERISA Plan, other than to the Plan Fiduciary which is independent
 of the Transaction Parties, and the Plan Fiduciary either:
(a) is a bank as defined in Section 202 of the Advisers Act, or similar
institution that is regulated and supervised and subject
to periodic examination by a State or Federal agency; (b) is an
insurance carrier which is qualified under the laws of more than
one


 






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state
to
 perform the services of managing, acquiring or disposing of assets of
an ERISA Plan; (c) is an investment adviser registered
under the Advisers Act, or, if not registered an as investment adviser
under the Advisers Act by reason of paragraph (1) of Section
203A of the Advisers Act, is registered as an investment adviser under
the laws of the state in which it maintains its principal
office and place of business; (d) is a broker-dealer registered under
the Securities Exchange Act of 1934, as amended; or (e)
has, and at all times that the ERISA Plan is invested in the
Certificates will have, total assets of at least U.S. $50,000,000
under its management or control (provided that this clause (e) shall not
 be satisfied if the Plan Fiduciary is either (i) the
owner or a relative of the owner of an investing individual retirement
account or (ii) a participant or beneficiary of the ERISA
Plan investing in the Certificates in such capacity);


 


(ii)      the
Plan
 Fiduciary is capable of evaluating investment risks independently, both
 in general and with respect to particular transactions
and investment strategies, including the acquisition by the ERISA Plan
of Certificates;


 


(iii)     the
Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(iv)     none
of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate the
terms of the ERISA Plan’s investment in the Certificates or receives a fee or other compensation from the ERISA Plan or
Plan Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates;
and


 


(v)      the
Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or
otherwise made a recommendation, in connection with the ERISA Plan’s acquisition of the Certificates; and (b) of the existence
and nature of the Transaction Parties’ financial interests in the ERISA Plan’s acquisition of the Certificates, as
described in the Prospectus.


 


The
above representations in this paragraph are intended to comply with the DOL’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1)
as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these
representations shall be deemed to be no longer in effect.


 


(o)      No
Class Z
 or Class R Certificate may be purchased by or transferred to any
prospective purchaser or transferee that is or will
be a Plan, or any person acting on behalf of a Plan or using the assets
of a Plan (including an entity whose underlying assets
include Plan assets by reason of investment in the entity by such Plan
and the application of Department of Labor Regulation §
2510.3-101, as modified by Section 3(42) of ERISA) to purchase such
 Class Z or Class R Certificate. Each prospective
transferee of a Class Z or Class R Certificate shall deliver to the
 transferor and the Certificate Administrator a representation
letter,


 






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substantially
in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan or a person
acting on behalf of or using the assets of a Plan. Each Holder of a Class Z or Class R Certificate shall be deemed to represent
that it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported transfer in
violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each
Person
 who has or acquires any Residual Ownership Interest shall be deemed by
the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the
rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)       Each
Person
 acquiring or holding any Residual Ownership Interest shall be a
Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or
other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate
Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest)
as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)      No
Residual
 Ownership Interest may be Transferred, and no such Transfer shall be
registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the
Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with
 respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a
 condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the
Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”)
 of the
proposed transferee (A) that such proposed transferee is a
Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and
intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may
 incur tax liabilities in excess of cash flows generated
by the residual interest, (3) the proposed transferee intends to
pay taxes associated with holding the Residual Ownership
Interest as they become due, (4) the proposed transferee will not
cause income with respect to the Residual Ownership Interest
to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty,
of such proposed transferee or any other U.S. Tax Person, (5) the
proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or
as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a
Person that is not a Permitted


 






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Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the
proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that
 the proposed transferor has no actual knowledge that the proposed
transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in
 its Transferee Affidavit are false.


 


(iii)     Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii)
 above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed
transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall
not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to
conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the
Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof
(including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty
(60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate
Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent
such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited
to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for
periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for
computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)      The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)      Notwithstanding
any
 other provision of this Agreement, the Certificate Administrator shall
comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original
issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of
Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate
Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate
 Administrator does withhold any amount from interest
or original issue discount payments or advances thereof to any
Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such
 Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)       Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 






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(i)          Such
Certificate
 Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such
 Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case
 may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except
 with respect to the Class R Certificates) is an
Institutional Accredited Investor that is not a Qualified Institutional
Buyer and that is purchasing such Non-Registered Certificate
for its own account or for the account of another Institutional
Accredited Investor, and (ii) is not acquiring such Non-Registered
Certificate with a view to any resale or distribution of such
Non-Registered Certificate other than in accordance with the
restrictions
set forth in this Section 5.03(r), or (C) (except with respect to the Class R Certificates) is an institution that
is not a United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)          Such
Certificate
 Owner understands that the Non-Registered Certificates have not been
and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not
be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R
Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903
 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, and in each
case, in accordance with any applicable federal securities laws and any
applicable securities laws of any state of the United
States or any other jurisdiction.


 


(iii)          Such
Certificate
 Owner understands that, if the purchaser of a Non-Registered
Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates
purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the
 restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides an
Investment Representation Letter substantially in the form of Exhibit C certifying that the transfer complies with such
restrictions, as described in this Section 5.03(r).


 


(iv)          Such
Certificate
 Owner is duly authorized to purchase the Non-Registered Certificates
and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly
or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment
guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such
security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate
Registrar that such


 






     -349-


     


    

 


Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section
5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and
expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Certificate Registrar or any agent of any of them shall be affected by any notice to the
contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing any
report, statement or other information required to be distributed to Certificateholders has been provided an Investor
Certification, such party to this Agreement shall distribute such report, statement or other information to such beneficial
owner (or prospective transferee).


 


Section
5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices.
(a)  The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent
list available to it of the names and addresses of the Certificateholders. If any Certificateholder that has provided an
Investor Certification (i) requests in writing from the Certificate Registrar a list of the names and addresses of
Certificateholders, (ii) states that such Certificateholder desires to communicate with other Certificateholders with
respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication
which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the
receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense) a current
list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall
promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing
Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and
addresses of Certificateholders from time to time upon request therefor.


 


(b)          (i)  The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other


 






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Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to
communicate shall include the following and no
more than the following (a) the name of the Certificateholder or
Certificate Owner making the request, (b) the date
the request was received, (c) a statement to the effect that the
Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and
 (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting
Certificateholder or Certificate Owner. It is hereby understood that a
disclosure in substantially the following form shall be deemed to
satisfy the requirements in the preceding sentence: “On
[date], the Certificate Administrator received from [name], a
Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the
securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or
Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the
possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and
Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or
[mailing address].”


 


(ii)          In
verifying
 the identity of any Certificateholder or Certificate Owner in
connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with
respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the
Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall
require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial
owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade
confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is
similar to any of the foregoing documents. The Certificate
Administrator shall not have any obligation to verify the information
provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information
conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the
 Trust.


 


Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause
to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and
this Agreement may be served. The Certificate Registrar initially designates its office at 600 South 4th Street,
7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location of the
Certificate Register or any such office or agency.


 


Section
5.08     Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National
Association is hereby initially appointed Certificate Administrator in accordance with


 






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the terms of this Agreement. If the
Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may
be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must
satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The
Certificate
 Administrator may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by
 it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate
 Administrator shall not be personally liable for any action reasonably
taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate
 Administrator shall not be responsible for any act or omission of the
Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section
5.09     [RESERVED].


 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be
administered in accordance with the following procedures, unless different procedures are otherwise described herein with
respect to a specific vote:


 


(a)          Any
matter
 submitted to Certificateholders for a vote shall be announced in a
notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate
Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty
(60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry
Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related
ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered
to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 






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(b)          In
connection
 with any vote administered pursuant to this Agreement, voting Holders
shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is
otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding
Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of
the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote
shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote
deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a
ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to
change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or
deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or
purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to
its acquisition of such Certificate.


 


(c)          The
Certificate
 Administrator may take up to fifteen (15) Business Days to tabulate the
 results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete
ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that
cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate
Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in
favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce
whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described
 in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection
with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and
 the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same
proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End
of Article V]


 






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ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating
Advisor, the asset representations reviewer AND THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section
6.01     Representations, Warranties and Covenants of the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer. (a)  The Master Servicer hereby represents,
warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion
Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor, as of the Closing Date, that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution
 and delivery of this Agreement by the Master Servicer, and the
performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s
organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party
or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master
 Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Master
 Servicer has the full power and authority to enter into and consummate
all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 






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(v)          The
Master
 Servicer is not in violation of, and its execution and delivery of this
 Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law,
 order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and
adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition
of the Master Servicer;


 


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


 


(vii)          The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


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


 


(b)          The
Special
 Servicer, as Special Servicer, for itself only, hereby represents,
warrants and covenants to the Trustee, for its own
benefit and the benefit of the Certificateholders, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator,
the Master Servicer, the Asset Representations Reviewer and the
Operating Advisor, as of the Closing Date, that:


 


(i)          The
Special
 Servicer (A) in the case of Rialto Capital Advisors LLC, is a limited
liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware and (B) in
the case of the Fairmount at Brewerytown Special Servicer,
is a limited liability company, duly organized, validly existing and in
good standing under the laws of Iowa, and in each case,
the applicable Special Servicer is in compliance with the laws of each
State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the applicable Special Servicer, and the performance and compliance with the terms
of this Agreement by the applicable Special Servicer, do not (A) violate the applicable Special Servicer’s


 






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organizational
documents,
 (B) constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule,
regulation, order, judgment or decree to which the applicable Special
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the applicable Special Servicer to perform its obligations under this Agreement or its financial
condition;


 


(iii)          The
applicable Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


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


 


(v)          The
applicable
 Special Servicer is not in violation of, and its execution and delivery
 of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any
 law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental
or regulatory authority, which violation, in the applicable
Special Servicer’s good faith and reasonable judgment, is likely to
materially and adversely affect either the ability of
the applicable Special Servicer to perform its obligations under this
Agreement or the financial condition of the applicable Special
Servicer;


 


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


 


(vii)          The
applicable Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)          No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the applicable Special Servicer of, or compliance by the applicable


 






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Special
 Servicer
with, this Agreement or the consummation of the transactions of the
applicable Special Servicer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been
obtained or can be obtained prior to the actual performance
by the applicable Special Servicer of its obligations under this
Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the applicable Special Servicer to
perform its obligations hereunder.


 


(c)          The
Operating
 Advisor hereby represents, warrants and covenants to the Trustee, for
its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)          The
Operating
 Advisor is a limited liability company, duly organized, validly
existing and in good standing under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the
laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution
 and delivery of this Agreement by the Operating Advisor, and the
performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating
Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a
 party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree
 to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Operating
 Advisor has the full power and authority to enter into and consummate
all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement,
 assuming due authorization, execution and delivery by the other parties
 hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating
Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          The
Operating
 Advisor is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any
 law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental
or regulatory authority, which violation, in the Operating
Advisor’s good faith and


 






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reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


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


 


(viii)          No
consent,
 approval, authorization or order of any court or governmental agency or
 body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or
compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor
contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior
to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would
not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder; and


 


(ix)          The
Operating Advisor is an Eligible Operating Advisor.


 


(d)          The
Asset
 Representations Reviewer hereby represents and warrants to the Trustee,
 for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the
Certificate Administrator, as of the Closing Date, that:


 


(i)          The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution
 and delivery of this Agreement by the Asset Representations Reviewer,
and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not
(A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice
 or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule,
regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially


 






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and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)          The
Asset
 Representations Reviewer has the full power and authority to enter into
 and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution,
 delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement,
 assuming due authorization, execution and delivery by the other parties
 hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against
the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general
principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
Asset
 Representations Reviewer is not in violation of, and its execution and
delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is
likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its
obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No
litigation
 is pending or, to the best of the Asset Representations Reviewer’s
knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from
entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)          The
Asset
 Representations Reviewer has errors and omissions coverage that is in
full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)          No
consent,
 approval, authorization or order of any court or governmental agency or
 body is required under federal or state law for
the execution, delivery and performance by the Asset Representations
Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the
Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been
obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this
Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to
perform its obligations hereunder; and


 






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(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and,
prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02     Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the
Operating Advisor, the Special Servicer or the Asset Representations Reviewer. (a)  Subject to 6.03(b)
below, each of the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence, rights and
franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and
preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or
Companion Loans and to perform its respective duties under this Agreement.


 


(b)          Each
of
 the Depositor, the Master Servicer, the Special Servicer, the Operating
 Advisor and the Asset Representations Reviewer may
be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage
loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any
merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master
Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without
the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to
perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any
of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is


 






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received
 from each Rating Agency with respect to the Classes of Certificates
and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each
 applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further,
 that if the Master Servicer, the Special Servicer
or the Operating Advisor enters into a merger and the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable,
is the surviving entity under applicable law, the Master Servicer, the
Special Servicer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating
Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan
 Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or
the Operating Advisor notifies the Depositor in writing (a “Merger Notice”)
 of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor
in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer or the Operating Advisor, as
applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that
such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan
securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such
succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent
shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer,
Special Servicer or Operating Advisor may remain the Master
Servicer, the Special Servicer or Operating Advisor, as applicable,
under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or
(y) transferring all or substantially all of its assets to any
Person
if such Person is a Prohibited Party, except to the extent (i) the
Master Servicer, the Special Servicer or Operating Advisor,
as applicable, is the surviving entity of such merger, consolidation or
transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer,
which consent shall not be unreasonably withheld. If, within sixty (60)
days following the date of delivery of the Merger Notice
to the Depositor or the depositor in such Other Securitization, as the
case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or
the Special Servicer, as applicable, in writing of the
Depositor’s determination, or depositor’s determination, in the case of
an Other Securitization, to grant or withhold
such consent, such failure shall be deemed to constitute a grant of such
 consent. If the conditions to the provisions in the second
preceding sentence are not met, the Trustee may terminate, and if the
conditions set forth in the third proviso of the third preceding
sentence are not met the Trustee shall terminate, the applicable
Surviving Entity’s servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)          The
Asset
 Representations Reviewer shall keep in full effect its existence and
rights as an entity under the laws of the jurisdiction
of its organization, and shall be


 






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in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person
 into which the Asset Representations Reviewer may be merged or
consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a
party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset
Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset
Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and Others. (a)  None of the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or
agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for
any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer or any such Person against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such
party’s duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager,
employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder,
member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action
(whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the
Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the
terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein;
(iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or


 






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duties
hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and
any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with
any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a
final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as
Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of
action. Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in
acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement,
appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to
have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any
action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel.


 


(b)          None
of
 the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be
under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law),
proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may
involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor,
the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may in its discretion
undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and
 the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan,
the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account
the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced
Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out
of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be
payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are
insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent
recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the
payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the
Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special


 






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Servicer,
 the Asset Representations Reviewer and the Operating Advisor shall be
entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans
 or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by
 Section 3.05(a)(xii).


 


(c)          Each
of
 the Master Servicer and the Special Servicer, as applicable, agrees to
indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable) (in
 the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner,
director, officer, shareholder, member, manager, employee
or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence
of the Master Servicer or the Special Servicer, as the
case may be, in the performance of its obligations and duties under this
 Agreement or by reason of negligent disregard by the
Master Servicer or the Special Servicer, as the case may be, of its
duties and obligations hereunder or by reason of breach of
any representations or warranties made herein by the Master Servicer or
the Special Servicer, as applicable. The Trustee, the
Certificate Administrator, the Depositor, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Master Servicer or the Special Servicer, as
applicable, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Master Servicer or the
Special Servicer, as the case may be, shall assume the defense of such
claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify
the Master Servicer or the Special Servicer, as the case
may be, shall not affect any rights any of the foregoing Persons may
have to indemnification under this Agreement or otherwise,
unless the Master Servicer’s or the Special Servicer’s, as the case may
be, defense of such claim is materially prejudiced
thereby.


 


Each
of
 the Master Servicer and the Special Servicer shall indemnify and hold
harmless the Depositor from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments and other costs and expenses incurred
by the Depositor or its Affiliates that arise out of or are based upon,
severally and not jointly (i) a breach by the Master
Servicer or Special Servicer, as applicable, of any obligation it has to
 deliver information to the 17g-5 Information Provider
as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12,
Section 3.17(c) and Section 3.18(g) or (ii) a breach of any obligation it has set forth in Sections 3.13(e),
(h) and (j).


 


(d)          Each
of
 the Trustee and the Certificate Administrator (including in its role as
 Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of
the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and


 






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any
 partner, director, officer, shareholder, member, manager employee or
agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence
of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or
 by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations
hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not
 cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator,
respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel
reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any
 of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the
Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)          The
Depositor
 agrees to indemnify the Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain
 arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its
obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations
hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Depositor if a claim is
 made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable) or the Special
 Servicer, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 






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(f)          The
Operating
 Advisor agrees to indemnify the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the
Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain
 arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of
its obligations and duties under this Agreement or by
reason of negligent disregard by the Operating Advisor of its duties and
 obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not
 cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer or the Depositor, as the
case may be, shall immediately notify the Operating Advisor if a claim
is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to the Master
Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure
to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)          The
Asset
 Representations Reviewer agrees to indemnify the Master Servicer
(including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Trustee, the Certificate
Administrator, the Depositor, the Operating Advisor and the Trust
and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain
 arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the
performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations
Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided
 that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations
Reviewer if a claim is made by a third party with


 






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respect
to
 this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably
 satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the
Asset Representations Reviewer shall not affect any rights any of the
foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially prejudiced thereby.


 


(i)          The
applicable
 Non-Serviced Master Servicer, Non-Serviced Special Servicer,
Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Asset Representations Reviewer, Non-Serviced
Depositor, Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers,
employees or agents (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the applicable Non-Serviced Intercreditor Agreement)
of any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with the servicing
and administration of a Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgaged Property (or with respect to the Non-Serviced
Operating Advisor and/or Non-Serviced Asset Representations Reviewer,
incurred in connection with the provision of services for
such Non-Serviced Mortgage Loan) under the applicable Non-Serviced PSA
(as and to the same extent the applicable Non-Serviced
Trust is required to indemnify such parties in respect of other mortgage
 loans in the applicable Non-Serviced Trust pursuant to
the terms of the related Non-Serviced PSA).


 


The
indemnification
 provided herein shall survive the termination of this Agreement and the
 termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations
Reviewer.


 


(j)          For
purposes of this Section 6.04 and Section 11.12, the
Master Servicer or the Special Servicer, as the case may be,
will be deemed not to have engaged in willful misconduct or committed
bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such
 obligations and duties if the Master Servicer or the
Special Servicer, as applicable, fails to follow any terms of any
Mortgage Loan documents because the Master Servicer or the Special
Servicer, as applicable, in accordance with the Servicing Standard,
determines that compliance with such terms would or potentially
would cause an Adverse REMIC Event or cause the Grantor Trust to fail to
 qualify as a grantor trust under the relevant provisions
of the Code (for which determination the Master Servicer and the Special
 Servicer will be entitled to rely on advice of counsel,
the cost of which will be reimbursed as an additional expense of the
Trust).


 


Section
6.05     Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the
provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except


 






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upon (a) determination that such party’s duties
hereunder are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special
Servicer, upon the appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the
resigning Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder.
Unless applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be
effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by
the Master Servicer or the Special Servicer under clause (a) above shall become effective until the Trustee or a
successor master servicer or special servicer, as applicable, shall have assumed the Master Servicer’s or the Special
Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such
resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the
Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special
Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer
with respect to this Section 6.05; provided that, such successor master servicer or special servicer shall not
be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the
occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the Directing
Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket
costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section
7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master
servicer or special servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


 


Section
6.06     Rights of the Depositor in Respect of the Master Servicer and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer
and the Special Servicer hereunder or exercise the rights of the Master Servicer or the Special Servicer, as applicable,
hereunder; provided, however, that the Master Servicer and the Special Servicer shall not be relieved of any of
their respective obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and
is not obligated to


 






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supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


 


Section
6.07     The Master Servicer and the Special Servicer as Certificate Owner. The Master
Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry
Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of
“Certificateholder”) the same rights it would have if it were not the Master Servicer, the Special
Servicer or an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder and the Risk Retention Consultation Party.
(a)  (A) Other than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal
Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be
entitled to advise (1) the Special Servicer with respect to all Major Decisions for all Mortgage Loans (other than any
Excluded Loan with respect to the Directing Certificateholder), (2) the Special Servicer with respect to all Mortgage
Loans, as to the Special Servicer Decisions described in clauses (d), (e), (f) and (g) of the
definition of “Special Servicer Decision” and (3) the Master Servicer to the extent the Directing
Certificateholder’s consent is required by clauses (x) and (xii) of the definition of Master
Servicer Decision, and (B) the Risk Retention Consultation Party shall (other than with respect to an Excluded Loan with
respect to the Risk Retention Consultation Party) be entitled to consult on a strictly non-binding basis with the Special
Servicer (1) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Major Decision
in respect of a Specially Serviced Loan and, (2) after the occurrence and during the continuance of a Consultation
Termination Event, with respect to any Major Decision in respect of any Mortgage Loan. For the avoidance of doubt, any
consultation with the Risk Retention Consultation Party under this Agreement shall occur only upon request of the
Risk Retention Consultation Party with respect to any individual triggering event, and any such consultation shall be on a
strictly non-binding basis and shall be subject to all limitations with respect to the procedures and timing of such
consultation set forth in this Section 6.08.


 


Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this
Section 6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing,
the Special Servicer shall only be permitted to take any of the following actions (each, a “Major Decision”)
as
 to which the Directing Certificateholder has consented in writing
within ten (10) Business Days after the Directing
Certificateholder’s
receipt of the Special Servicer’s written recommendation and analysis
and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer in
order to grant or withhold such consent (provided
that if such written consent has not been received by the Special Servicer within such ten (10) Business Day period, then
the Directing Certificateholder will be deemed to have approved such action):


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes into
and continues in default;


 






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(ii)          any
modification,
 consent to a modification or waiver of any monetary term (other than
late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments
 and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any
extension of the maturity date of such Mortgage Loan or
Serviced Whole Loan other than in connection with a maturity default if a
 refinancing or sale is expected within 120 days
as provided in clause (viii) of the definition of “Master Servicer
Decision”;


 


(iii)          following
a
 default or an event of default with respect to a Mortgage Loan or
Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation
of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)          any
sale
 of a Defaulted Loan and any related defaulted Companion Loan, or any
REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special
 Servicer is permitted to sell in accordance with Section
3.16(a)(iii), in each case, for less than the applicable Purchase Price;


 


(v)          any
determination
 to bring an REO Property into compliance with applicable environmental
laws or to otherwise address hazardous material
located at an REO Property;


 


(vi)          any
release
 of material collateral or any acceptance of substitute or additional
collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the
foregoing, other than if required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no
lender discretion;


 


(vii)          any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor, other than any such transfer as described under clause (xiii) of the definition of
Master Servicer Decision;


 


(viii)          any
property management company changes with respect to a Mortgage Loan, including, without limitation, approval of the termination
of a manager and appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party
or the Mortgage Loan has an outstanding principal balance greater than or equal to $10,000,000;


 


(ix)          any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)          releases
of any material amounts from any escrow accounts, Reserve Funds or Letters of Credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan


 






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documents
 for any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
and for which there is no lender discretion other than those
that are permitted to be undertaken by the Master Servicer without the
consent of the Special Servicer under this Agreement;


 


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


 


(xii)          subject
to
 the proviso at the end of this definition, any modification, amendment,
 consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender or similar agreement with
 any mezzanine lender, subordinate debt holder or Pari Passu
Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any
action to enforce rights (or decision not to enforce rights)
with respect thereto; provided, however, that any such modification or amendment that would adversely impact the
Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)          agreeing
to
 any modification, waiver, consent or amendment of the related Mortgage
Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with
respect to (A) a modification of the type of defeasance
collateral required under the Mortgage Loan or Serviced Whole Loan
documents such that defeasance collateral other than direct,
non-callable obligations of the United States would be permitted or
(B) a modification that would permit a principal prepayment
instead of defeasance if the applicable Mortgage Loan documents do not
otherwise permit such principal prepayment;


 


(xiv)          other
than with respect to a Non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and


 


(xv)          any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the Mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided that
 with respect to any Non-Specially Serviced Loan, if the Special
Servicer determines, with respect to clause (xii) above,
that a modification, amendment or waiver is administrative in nature,
including a note splitting amendment, the Special Servicer
shall provide written notice of such determination to the Master
Servicer, in which case, the Master Servicer will process such
decision and such decision will be deemed to be a Master Servicer
Decision not a Major Decision (provided, further,
that the Special Servicer shall make any such determination and provide
any such notice within two (2) business days of its receipt
of a request related to any such decision); provided, however,
 that, in the event that the Special Servicer or the
Master Servicer, as the case may be, determines that immediate action,
with respect to the foregoing matters, or any other matter
requiring consent of the Directing Certificateholder prior to the
occurrence and continuance of a Control Termination Event in
this Agreement (or any


 






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matter
 requiring consultation with the Directing Certificateholder, the Risk
Retention Consultation Party
or the Operating Advisor), is necessary to protect the interests of the
Certificateholders (or, with respect to any Serviced Whole
Loan, the interest of the Certificateholders and the holders of any
related Serviced Companion Loan) (as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer,
as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without
waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as the
case may be); provided that the Special Servicer or the Master
Servicer, as the case may be, provides the Directing Certificateholder
(or the Operating Advisor, if applicable) and the Risk Retention
Consultation Party with prompt written notice following such
action including a reasonably detailed explanation of the basis
therefor. Neither the Master Servicer nor the Special Servicer
is required to obtain the consent of the Directing Certificateholder for
 any of the foregoing actions or any other matter requiring
consent of the Directing Certificateholder after the occurrence and
during the continuance of a Control Termination Event; provided,
however, that, after the occurrence and during the continuance of
 a Control Termination Event, the Special Servicer shall
consult with the Directing Certificateholder (only prior to the
occurrence and continuance of a Consultation Termination Event)
in connection with any Major Decision not relating to an Excluded Loan
with respect to the Directing Certificateholder (and any
other actions which otherwise require consultation with the Directing
Certificateholder prior to the occurrence and continuance
of a Consultation Termination Event hereunder) and consider alternative
actions recommended by the Directing Certificateholder
in respect thereof. Additionally, upon request, the Special Servicer
shall consult with the Risk Retention Consultation Party
on a non-binding basis ((i) prior to the occurrence and continuance of a
 Consultation Termination Event, only with respect to
a Specially Serviced Loan and (ii) after the occurrence and during the
continuance of a Consultation Termination Event, with respect
to any Mortgage Loan) in connection with any Major Decision not relating
 to an Excluded Loan with respect to the Risk Retention
Consultation Party and consider alternative actions recommended by the
Risk Retention Consultation Party, in respect thereof.
In the event the Special Servicer receives no response from the
Directing Certificateholder or the Risk Retention Consultation
Party within 10 Business Days following its written request for input on
 any required consultation, the Special Servicer shall
not be obligated to consult with the Directing Certificateholder or the
Risk Retention Consultation Party, as applicable, on the
specific matter; provided, however, that the
failure of the Directing Certificateholder or the Risk Retention
Consultation Party to respond shall not relieve the Special Servicer
from consulting with the Directing Certificateholder or the
Risk Retention Consultation Party, as applicable, on any future matters
with respect to the applicable Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such
party) or Serviced Whole Loan. In addition, after a Control
Termination Event, the Special Servicer will also be required to consult
 with the Operating Advisor in connection with any proposed
Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor after the occurrence and
during the continuance of a Control Termination Event hereunder) and
consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer
receives no response from the Operating Advisor within 10 Business Days following the later of (i) its written request for
input on any required consultation and (ii) delivery of all such additional information reasonably


 






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requested
 by the Operating
Advisor related to the subject matter of such consultation, the Special
Servicer shall not be obligated to consult with the Operating
Advisor on the specific matter; provided, however, that
the failure of the Operating Advisor to respond on any specific
matters shall not relieve the Special Servicer from its obligation to
consult with the Operating Advisor on any future matter
with respect to the applicable Mortgage Loan or any other Mortgage Loan.
 Notwithstanding anything herein to the contrary, with
respect to any Excluded Loan with respect to the Directing
Certificateholder (regardless of whether a Control Termination Event
has occurred and is continuing), the Special Servicer shall consult with
 the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and
consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth
 in this Section 6.08 for consulting with the Operating
Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that
constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 


Upon
receiving
 a request for any matter that constitutes a Special Servicer Decision
or a Major Decision with respect to a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and any Serviced
Companion Loan that is not a Specially Serviced Loan, the Master
Servicer shall promptly forward such request to the Special Servicer and
 the Special Servicer shall process such request (including,
without limitation, interfacing with the Mortgagor) and except as
provided in the next sentence, the Master Servicer shall have
no further obligation with respect to such request or such Special
Servicer Decision or Major Decision. With respect to such request,
the Master Servicer shall continue to cooperate with the Special
Servicer by delivering any additional information in the Master
Servicer’s possession to the Special Servicer requested by the Special
Servicer relating to such Special Servicer Decision
or Major Decision. The Master Servicer shall not be permitted to process
 any Special Servicer Decision or Major Decision and shall
not be required to interface with the Mortgagor or provide a written
recommendation and analysis with respect to any Special Servicer
Decision or Major Decision.


 


With
respect
 to (i) prior to the occurrence and continuance of a Consultation
Termination Event, any Major Decision relating to a Specially
Serviced Loan, and (ii) after the occurrence and during the continuance
of a Consultation Termination, any Major Decision relating
to a Mortgage Loan (in each case, other than with respect to an Excluded
 Loan with respect to the Risk Retention Consultation
Party), the Special Servicer shall provide copies of any notice,
information and report that it is required to provide to the
Directing Certificateholder pursuant to this Agreement with respect to
such Major Decision to the Risk Retention Consultation
Party, within the same time frame it is required to provide such notice,
 information or report to the Directing Certificateholder
(for this purpose, without regard to whether such items are actually
required to be provided to the Directing Certificateholder
under this Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event).


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class,


 






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for
 so long as no Control Termination Event has occurred and is continuing,
 the
Directing Certificateholder subject to any rights, if any, of the
related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the
 related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with
respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided
 that notwithstanding anything herein to
the contrary, no such direction or objection contemplated by the
preceding paragraphs of this section or this paragraph, may require
or cause the Master Servicer or Special Servicer to violate any
provision of any Mortgage Loan or related Intercreditor Agreement
or mezzanine intercreditor agreement, applicable law, this Agreement, or
 the REMIC Provisions (and, with respect to a Serviced
Whole Loan, subject to the rights of the holders of the related
Companion Loan), including without limitation the obligation of
the Master Servicer and the Special Servicer to act in accordance with
the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the
responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special
Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special
Servicer, as the case may be, is not in the best interests
of the Certificateholders.


 


In
the
 event the Special Servicer or the Master Servicer, as applicable,
determines that a refusal to consent by the Directing Certificateholder
or any advice from the Directing Certificateholder or the Risk Retention
 Consultation Party, would cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any
Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, the Special Servicer or the
Master Servicer, as applicable, shall disregard such refusal
to consent or advise and notify the Directing Certificateholder or the
Risk Retention Consultation Party, respectively, and the
Trustee and the Rating Agencies of its determination, including a
reasonably detailed explanation of the basis therefor. The taking
of, or refraining from taking, any action by the Master Servicer or the
Special Servicer in accordance with the direction of or
approval of the Directing Certificateholder or the approval of the Risk
Retention Consultation Party that does not violate the
terms of any Mortgage Loan, applicable law or the Servicing Standard or
any other provisions of this Agreement, will not result
in any liability on the part of the Master Servicer or the Special
Servicer.


 


With
respect
 to any matter for which the consent of the Directing Certificateholder
is required, to the extent no specific time period
for deemed consent is expressly stated, in the event no response from
the Directing Certificateholder is received within ten (10)
Business Days following written request for consent and its receipt of
all reasonably requested information on any required consent,
the Directing Certificateholder shall be deemed to have consented to or
approved the specific matter; provided that the failure
of the Directing Certificateholder to respond will not affect any future
 matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


The
Directing
 Certificateholder shall have no liability to the Trust or the
Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected


 






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against
 any liability to a Controlling Class Certificateholder that would
otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of
duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the
Controlling Class Certificateholders. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that the
Directing Certificateholder may take actions that favor
the interests of one or more Classes of the Certificates including the
Holders of the Controlling Class over other Classes of
the Certificates, and that the Directing Certificateholder may have
special relationships and interests that conflict with those
of Holders of some Classes of the Certificates, that the Directing
Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling
Class, that the Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other
than the Controlling Class, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having
acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability
whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal
thereof for having so acted.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however,
 that the Risk Retention
Consultation Party shall not be protected against any liability to a
Holder of an RR Interest that would otherwise be imposed
by reason of willful misconduct, bad faith or gross negligence in the
performance of duties owed to the Holders of the RR Interest
or by reason of reckless disregard of obligations or duties owed to the
Holders of the RR Interest. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Risk Retention
Consultation Party may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of an
RR Interest over other Classes of the Certificates, and
that the Risk Retention Consultation Party may have special
relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that the Risk Retention Consultation
Party may act solely in the interests of the Holders of
an RR Interest, that the Risk Retention Consultation Party does not have
 any duties or liability to the Holders of any Class of
Certificates other than the RR Interest, that the Risk Retention
Consultation Party shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holder of
the RR Interest, and that the Risk Retention Consultation
Party shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against
the Risk Retention Consultation Party or any director, officer,
employee, agent or principal thereof for having so acted.


 


Any
Non-Serviced
 Whole Loan Controlling Holder, with respect to a Non-Serviced Whole
Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and
agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take
actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including
the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced
 PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with


 






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respect
 to such Non-Serviced Whole Loan, may have special relationships and
interests that
conflict with those of Holders of some Classes of the Certificates, that
 such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests
 of the Holders of the controlling class under the related
Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder,
shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the
controlling class under the related Non-Serviced PSA, and that
the Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action
whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director,
officer, employee, agent or principal thereof for having
so acted.


 


(b)          Notwithstanding
anything
 to the contrary contained herein (i) after the occurrence and
during the continuance of a Control Termination Event
(and at any time with respect to any Excluded Loan with respect to a
Directing Certificateholder), the Directing Certificateholder
shall have no right to consent to or direct any action taken or not
taken by any party to this Agreement; (ii) after the
occurrence and during the continuance of a Control Termination Event but
 prior to the occurrence and continuance of a Consultation
Termination Event, the Directing Certificateholder and the Risk
Retention Consultation Party shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to
this Agreement, and the Special Servicer and any other
applicable party shall consult with the Directing Certificateholder and,
 with respect to any Specially Serviced Loan, the Risk
Retention Consultation Party (in each case, other than with respect to
any Excluded Loan as to such party) to the extent set forth
herein in connection with any action to be taken or refrained from
taking to the extent set forth herein; and (iii) after
the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan
as to the Directing Certificateholder), the Directing Certificateholder
shall have no direction, consultation or consent rights
hereunder and no right to receive any notices, reports or information
(other than notices, reports or information required to
be delivered to all Certificateholders) or any other rights as Directing
 Certificateholder and, other than with respect to any
Excluded Loan as to the Risk Retention Consultation Party, the Risk
Retention Consultation Party shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to
this Agreement, and the Special Servicer and any other
applicable party shall consult with the Risk Retention Consultation
Party to the extent set forth herein in connection with any
action to be taken or refrained from taking to the extent set forth
herein.


 


Section
6.09     Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly
set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be
deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to
the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank,
National Association, or where the groups or divisions responsible for performing the obligations in such capacities have one
or more of the same Responsible Officers or Servicing Officers, as applicable.


 






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[End
of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination.
(a)  “Servicer Termination Event”, wherever used herein, means, with respect to the Master
Servicer or the Special Servicer, as the case may be, any one of the following events:


 


(i)          (A) any
failure
 by the Master Servicer to make any deposit required to be made by the
Master Servicer to the Collection Account, or remit
to the Companion Paying Agent for deposit into the Companion
Distribution Account, on the day and by the time such deposit or
remittance is first required to be made under the terms of this
Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by the Master Servicer to deposit into, or
remit to the Certificate Administrator for deposit into,
any Distribution Account any amount required to be so deposited or
remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)          any
failure
 on the part of the Master Servicer or the Special Servicer, as the case
 may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this
Agreement, which failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report
on Form 10-K is required to be filed, five (5) Business
Days in the case of the Master Servicer’s or the Special Servicer’s
obligations, as the case may be, contemplated
by ARTICLE XI, (B) fifteen (15) days in the case of the
Master Servicer’s failure to make a Servicing Advance
or (C) fifteen (15) days in the case of a failure to pay the
premium for any property insurance policy required to be
maintained) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given (A) to
the Master Servicer or the Special Servicer, as the case may be, by any
other party hereto, or (B) to the Master Servicer
or the Special Servicer, as the case may be, with a copy to each other
party to this Agreement, by the Holders of Certificates
evidencing not less than 25% of all Voting Rights or, solely as it
relates to the servicing of a Serviced Pari Passu Whole Loan
if affected by that failure, by the related Serviced Companion
Noteholder; provided, however, if such failure is
capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such
period will be extended an additional thirty (30) days; provided, further, however, that such extended period
will not apply to the obligations regarding Exchange Act reporting; or


 






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(iv)          any
breach
 on the part of the Master Servicer or the Special Servicer, as the case
 may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable,
which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder
of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which
notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as
 the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates evidencing not less than 25% of all
Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced
Companion Noteholder; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)          the
Master
 Servicer or the Special Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of
or relating to the Master Servicer or the Special Servicer, as the case
may be, or of or relating to all or substantially all
of its property; or


 


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


 


(viii)          the
Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
sixty (60) days;


 


(ix)          either
of Moody’s 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
Serviced Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or
Serviced Pari Passu Companion Loan Securities, as applicable,


 






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on “watch status”
in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by Moody’s or KBRA, as applicable (or, in the case of Serviced Pari Passu Companion
Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such rating action) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with such Master Servicer or such Special Servicer,
as applicable, as the sole or a material factor in such rating action; or


 


(x)          the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or "CSS3",
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting.


 


(b)          If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be
continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been
remedied, the Trustee may, and at the written direction of
the Directing Certificateholder (solely with respect to the Special
Servicer and only (i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to a
 Mortgage Loan that is an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the
Controlling Class) or the Holders of Certificates entitled
to more than 25% of the Voting Rights, the Trustee shall, terminate (and
 the Depositor may direct the Trustee to terminate each
of the Master Servicer or the Special Servicer, as the case may be, upon
 five (5) Business Days’ written notice if there
is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii)
 above), by notice
in writing to the Affected Party, with a copy of such notice to the
Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage
Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date
of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt
by the Affected Party of such written notice except as otherwise provided in this ARTICLE VII,
 all authority and power
of the Affected Party under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no
later than twenty (20) Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all
documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be,
functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the
 Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder,


 






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including,
 without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all
cash amounts which shall at the time be or should have been
credited by the Master Servicer to the Collection Account or any
Servicing Account (if it is the Affected Party), by the Special
Servicer to the REO Account (if it is the Affected Party) or thereafter
be received with respect to the Mortgage Loans or any
REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant
to this Section 7.01(b) or pursuant to Section 7.01(d)
(with respect to the Special Servicer), continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or
 prior to the date of such termination, whether in respect
of Advances (in the case of the Special Servicer or the Master Servicer)
 or otherwise, and it and its Affiliates and the directors,
managers, officers, members, employees and agents of it and its
Affiliates shall continue to be entitled to the benefits of Section
3.11 and Section 6.04 notwithstanding any such termination).


 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), (a)(ix) or (a)(x), the Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section
6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this
Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder.
In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master
servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of
 the Special Servicer shall occur and be continuing that
affects the Holder of a Serviced Pari Passu Companion Loan, then, so
long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other
Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the Trustee to
terminate the Special Servicer with respect to the related
Serviced Pari Passu Whole Loan. Any Special Servicer appointed to
replace the Special Servicer with respect to a Serviced Pari
Passu Mortgage Loan cannot at any time be (without the prior written
consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the
direction of the holder of the related Serviced Pari Passu
Companion Loan. Any Special Servicer under this paragraph shall meet the
 eligibility requirements of Section 7.02 and the
eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a replacement
Special Servicer in accordance with this paragraph shall be
subject to the receipt of Rating Agency Confirmation and confirmation
from the applicable rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or
qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject
to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement, at any
time prior to the occurrence and


 






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continuance
 of a Control Termination Event and other than with respect to any
Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
 and obligations of the Special
Servicer under this Agreement, with or without cause, upon ten (10)
Business Days’ notice to the Special Servicer, the Master
Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor; such termination to be effective upon the appointment
of a successor special servicer meeting the requirements of this Section 7.01(d); provided that, with respect to the Servicing
Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d)
 shall not apply to the related
Loan-Specific Directing Certificateholder’s right to terminate the
Special Servicer’s rights and obligations under
this Agreement without cause with respect to such Servicing Shift Whole
Loan pursuant to the terms of the related Intercreditor
Agreement. Upon a termination of the Special Servicer, the Directing
Certificateholder (other than with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class) shall appoint a successor
special servicer; provided, however, that (i) such successor will meet the requirements set forth in Section
7.02, (ii) each Rating Agency delivers Rating Agency
Confirmation and, in the case of any class of any Serviced Companion
Loan Securities, the applicable rating agencies deliver a confirmation
that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with
respect to any related Companion Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by the
Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the
removed Special Servicer or its Affiliate.


 


After
the
 occurrence and during the continuance of a Control Termination Event
and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the
Voting Rights (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate
Balances pursuant to Section 4.05) of the Principal Balance
Certificates requesting a vote to replace the Special Servicer with a
new special servicer designated in such written direction
to assume the duties of the Special Servicer hereunder, (b) payment
 by such Holders to the Certificate Administrator of the
reasonable fees and expenses (including any legal fees and any Rating
Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will
not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating
Agency Confirmation from each Rating Agency (which Rating
Agency Confirmation shall be obtained at the expense of such Holders)
and confirmation from the applicable rating agencies that
such appointment (or replacement) will not result in the downgrade,
withdrawal or qualification of the then-current ratings of
any class of any related Serviced Pari Passu Companion Loan Securities,
the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and
 concurrently by mail, and conduct the solicitation of votes of all
Certificates (other than the RR Interest) in such regard,


 






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which requisite affirmative votes shall be received within one hundred-eighty (180) days of the posting of such notice, and if
not so received, such votes shall be null and void ab initio.
 Upon the written direction of Holders of Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum of
Certificates, the Trustee shall terminate all of the rights and
obligations
of the Special Servicer under this Agreement and appoint the successor
special servicer to assume the duties of the Special Servicer
(which must be a Qualified Replacement Special Servicer) designated by
such Certificateholders. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each
Certificateholder may (i) access such notices via
the Certificate Administrator’s Website and (ii) register to
receive electronic mail notifications when such notices
are posted thereon. Notwithstanding the foregoing, the
Certificateholder’s direction to remove such Special Servicer shall
not apply to any Serviced AB Whole Loan for which the holder of the
related AB Subordinate Companion Loan is not subject to an
AB Control Appraisal Period or to any Servicing Shift Whole Loan.


 


An
AB
 Whole Loan Controlling Holder shall have the right, prior to the
occurrence and continuance of an AB Control Appraisal Period,
to replace the applicable Special Servicer solely with respect to the
related Serviced AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the
successor special servicer has assumed in writing (from and
after the date such successor special servicer becomes the Special
Servicer) all of the responsibilities, duties and liabilities
of such Special Servicer under this Agreement from and after the date it
 becomes the applicable Special Servicer as they relate
to any Serviced AB Whole Loan pursuant to an assumption agreement
reasonably satisfactory to the Trustee; and (C) the Trustee
shall have received an opinion of counsel reasonably satisfactory to the
 Trustee to the effect that (x) the designation of
such replacement to serve as Special Servicer is in compliance with this
 Agreement, (y) such replacement will be bound by
the terms of this Agreement with respect to any Serviced AB Whole Loan
and (z) subject to customary qualifications and exceptions,
this Agreement will be enforceable against such replacement in
accordance with the terms hereof.


 


The
Servicing
 Shift Lead Note holder shall have the right, to the extent provided
under the related Intercreditor Agreement, to replace
the Special Servicer solely with respect to the Servicing Shift Whole
Loan, as applicable, so long as: (A) each Rating Agency
delivers a Rating Agency Confirmation; (B) the successor special
servicer has assumed in writing (from and after the date such
successor special servicer becomes the Special Servicer) all of the
responsibilities, duties and liabilities of the Special Servicer
under this Agreement from and after the date it becomes the Special
Servicer as they relate to the Servicing Shift Whole Loan,
pursuant to an assumption agreement reasonably satisfactory to the
Trustee; and (C) the Trustee shall have received an opinion
of counsel reasonably satisfactory to the Trustee to the effect that (x)
 the designation of such replacement to serve as Special
Servicer is in compliance with this Agreement, (y) such replacement will
 be bound by the terms of this Agreement with respect
to the Servicing Shift Whole Loan, and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable
against such replacement in accordance with the terms hereof.


 


The
parties
 hereto acknowledge that, notwithstanding anything to the contrary
contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a
 Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced
Mortgage Loan, and the


 






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related
 Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related
Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the
related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole
Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan
will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected
 by the related Non-Serviced Trustee or, prior to a consultation
termination event under the related Non-Serviced PSA, by the related
Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the Special Servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following
the occurrence and continuance of a Control Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines, in its sole discretion exercised in good faith, that the Special Servicer is not performing its duties as
required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to
the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached
 hereto, setting forth the reasons supporting its recommendation (along
with any information the Operating Advisor
considered relevant to its recommendation) and recommending a
replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any
additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further,
 that in no event shall the information or any
other content included in such written recommendation contravene any
provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its
recommendation) and recommending a suggested replacement special
servicer to assume the duties of the Special Servicer, which shall be a
Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all
Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b),
 and concurrently by mail conduct the
solicitation of votes of all Certificates in such regard. Upon
(i) the affirmative vote of Holders of Principal Balance
Certificates
evidencing at least a majority of the aggregate Voting Rights (taking
into account the application of any Appraisal Reduction
Amounts to notionally reduce the respective Certificate Balances of such
 Certificates) of all Principal Balance Certificates on
an aggregate basis within 180 days of posting of the Operating Advisor’s
 recommendation to the Certificate Administrator’s
Website, and if not so received, such votes shall be null and void ab initio, and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i)
 of Rating Agency Confirmation from each Rating Agency
and confirmation from the applicable rating agencies that such
appointment (or replacement) will not result in the downgrade,
withdrawal or qualification of the then-current ratings of any class of
any related Serviced Pari Passu Companion Loan Securities,
the Trustee shall (i) terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint
a successor special servicer approved by the Certificateholders and
(ii) promptly notify such outgoing Special Servicer of
the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses
of outside


 






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counsel)
 associated with obtaining such Rating Agency Confirmations and
administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an
additional expense of the Trust. In the event that the
Trustee does not receive at least a majority of the required votes, then
 the Trustee shall have no obligation to remove the Special
Servicer. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to
succeed to the obligations of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder.
Notwithstanding the foregoing, the Operating Advisor shall not be
permitted to recommend the replacement of a Special Servicer
with respect to an AB Whole Loan so long as the related Serviced
Companion Noteholder is not subject to an AB Control Appraisal
Period under the related Intercreditor Agreement or with respect to any
Servicing Shift Whole Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)          The
Master
 Servicer and the Special Servicer shall, as the case may be, from time
to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in
order to prevent the Certificates from being placed on "watch”
status or downgraded due to servicing or special servicing, as
applicable, concerns by any Rating Agency with respect to the Master
Servicer or Special Servicer, as applicable. In no event shall the
remedy for a breach of the foregoing covenant extend beyond
termination pursuant to Section 7.01(a)(ix) and the resulting operation of Section 7.01(b) and (c). The operation
of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(ix).


 


(f)          Notwithstanding
the
 foregoing, (1) if any Servicer Termination Event on the part of
the Master Servicer affects a Serviced Companion Loan,
the related holder of a Serviced Companion Loan or the rating on any
Serviced Companion Loan Securities, and if the Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event
 on the part of the Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the
rating on any Serviced Companion Loan Securities, then
the Master Servicer may not be terminated by or at the direction of the
related holder of such Serviced Companion Loan or the
holders of any Serviced Companion Loan Securities, but upon the written
direction of the related holder of such Serviced Companion
Loan, the Master Servicer shall be required to appoint a sub-servicer
that will be responsible for servicing the related Serviced
Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and


 






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continuance
 of a Control Termination Event, if the applicable Excluded Special
Servicer Loan is not also an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning
 Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during
the continuance of a Control Termination Event, if at
any time the applicable Excluded Special Servicer Loan is also an
Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, the resigning
Special Servicer shall select the related Excluded Special
Servicer. The resigning Special Servicer shall not have any liability
with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the
applicable Excluded Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that
the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates
and each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent
confirmation, (ii) the related Excluded Special Servicer is a
Qualified Replacement Special Servicer and (iii) the related
Excluded Special Servicer delivers to the Depositor and the
Certificate Administrator and any applicable Other Depositor and Other
Certificate Administrator, the information, if any, required
under Item 6.02 of Form 8-K pursuant to the Exchange Act
regarding itself in its role as Excluded Special Servicer.


 


If
at
 any time the Special Servicer that had previously acted as the Special
Servicer is no longer a Borrower Party with respect
to an Excluded Special Servicer Loan (including, without limitation, as a
 result of the related Mortgaged Property becoming REO
Property), (1) the related Excluded Special Servicer shall resign,
(2) the related Mortgage Loan or Serviced Whole Loan
shall no longer be an Excluded Special Servicer Loan, (3) such
original Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Whole Loan and
(4) such original Special Servicer shall be entitled to all
special servicing compensation with respect to such Mortgage Loan or
Serviced Whole Loan earned during such time on and after
such Mortgage Loan or Serviced Whole Loan is no longer an Excluded
Special Servicer Loan.


 


The
applicable
 Excluded Special Servicer shall perform all of the obligations of the
Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing
compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole
Loan is an Excluded Special Servicer Loan.


 


If
a
 Servicing Officer of the Master Servicer, a related Excluded Special
Servicer, or the Special Servicer, as the case may be,
has actual knowledge that a Mortgage Loan is no longer an Excluded Loan,
 an Excluded Controlling Class Loan or an Excluded Special
Servicer Loan, as applicable, the Master Servicer, the related Excluded
Special Servicer or the Special Servicer, as the case
may be, shall provide prompt written notice thereof to each of the other
 parties to this Agreement.


 


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer
or the Special Servicer, as the case may be, either resigns pursuant to clause (a) of Section 6.05 or receives
a notice of termination for cause pursuant to Section 7.01(b), and


 






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provided that no acceptable successor has
been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section
7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth
or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section
6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and
provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by the
terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the
appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the
Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master
Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of
the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its
obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as
compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to if the Master
Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special
Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the
Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master
Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary,
but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the
case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall
be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable
to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder
(solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request
in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the
successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the


 






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Master Servicer or the Special Servicer hereunder. No appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and
liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to the
Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event and other than
with respect to an Excluded Loan) by the Directing Certificateholder, such approval not to be unreasonably withheld and
(iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any
other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to
the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of a
successor to the Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be,
shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The
Trustee, the non-terminated Master Servicer or the non-terminated Special Servicer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs
and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such
predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such
termination or the successor master servicer or special servicer for such expenses within 90 days after the presentation
of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master
Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the
terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such
termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such
termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not
bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the
Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have any
liability for such expenses pursuant to this paragraph.


 


Section
7.03     Notification to Certificateholders. (a)  Upon any resignation of the
Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to


 






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the Master Servicer or the Special
Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be
deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
 the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and,
 if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default
shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Events. The Holders of Certificates representing at
least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event
hereunder may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii)
or (viii) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the
affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to
obligations under ARTICLE XI) may be waived only with the consent of the Depositor. Upon any such waiver of a
Servicer Termination Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section
7.01(c) or Section 7.01(f), such Servicer Termination Event shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee
and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with
enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver
shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer
Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate
of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any
other Person held such Certificates.


 


Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations
(x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances
resulting in a Servicer Termination Event under Section 7.01(a)(iii) to the extent a Responsible Officer of the
Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City
time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances
hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at
the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing
Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by the Master
Servicer’s default in its


 






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obligations hereunder); provided, however, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon,
prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any
notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate Administrator. (a)  The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or
waiving of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as
are specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive
right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a
duty.


 


(b)          The
Trustee
 or the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate
Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage
Files, the review of which is specifically governed by the
terms of ARTICLE II, the Diligence Files, any CREFC®
reports and any information delivered for posting to
the Certificate Administrator’s Website or the 17g-5 Information
Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such
instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate
Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate
Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and
accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by


 






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the
 express
provisions of this Agreement, the Trustee and the Certificate
Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate
Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the
Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
 upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of
this Agreement;


 


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)          Neither
the
 Trustee nor the Certificate Administrator, as applicable, shall be
liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of
Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each
Class is an affected Class of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, or exercising any trust or power
conferred upon the Trustee or the Certificate Administrator,
under this Agreement (unless a higher percentage of Voting Rights is
required for such action).


 


(d)          The
Certificate
 Administrator shall make available via its internet website initially
located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made
available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and
upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator. Except as
otherwise provided in Section 8.01:


 


(i)          The
Trustee
 and the Certificate Administrator may rely upon and shall be protected
in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of
auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or
other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)          The
Trustee
 and the Certificate Administrator may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 






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(iii)          Neither
the
 Trustee nor the Certificate Administrator shall be under any obligation
 to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of
 matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it,
against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate
Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
 duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably
satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the
rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior
to
 the occurrence of a Servicer Termination Event hereunder and after the
curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator
shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by
 Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively,
not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this
Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting
 Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such
reasonable examination shall be paid by the requesting Holders;


 


(vi)          The
Trustee
 or the Certificate Administrator may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 






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(vii)    For
all
 purposes under this Agreement, none of the Trustee, the Custodian or
the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset
Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or
Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in
fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and
such notice references the Certificates or this Agreement;


 


(viii)   Neither
the
 Trustee nor the Certificate Administrator shall be responsible for any
act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as the Master Servicer or the
Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or
the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)      Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)       In
no
 event shall the Trustee or the Certificate Administrator be liable for
any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)      Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)     Nothing
herein
 shall be construed as an obligation for any party to this Agreement to
advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of
 the Trustee and the Certificate Administrator shall be entitled to all
of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may
 be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5
Information Provider and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee
or the Certificate Administrator in Sections  2.01(h) and Section 2.04
 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall not be taken as the statements of the Trustee
or the Certificate Administrator, and the Trustee or the Certificate
Administrator assume no responsibility for their correctness.
Neither the Trustee nor the


 






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Certificate
Administrator
 makes any representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate
Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be
 accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to
the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the
Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and
the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the
Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The
Trustee
 or the Certificate Administrator, each in its individual capacity, not
as Trustee or Certificate Administrator, may become
the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters
in banking transactions, with the same rights it would have if it were
not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation
 for the performance of their respective duties hereunder, the Trustee
will be paid the Trustee Fee, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee,
and the Certificate Administrator will be paid the Certificate
Administrator Fee equal to the Certificate Administrator’s portion of
one (1) month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise
reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly
on a Mortgage Loan-by-Mortgage Loan basis. As to each
Mortgage Loan and REO Loan (other than the portion of an REO Loan
related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate
Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and
the Certificate Administrator Fee shall be computed in
the same manner as interest is calculated thereon and for the same
period respecting which any related interest payment due or
deemed thereon is computed. The Trustee Fee (which shall not be limited
to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s sole
form of compensation for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
 performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically
provided for herein. The Certificate Administrator Fee shall
constitute the Certificate Administrator’s sole form of compensation for
 the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically
provided for herein. No Trustee Fee or Certificate Administrator
Fee shall be payable with respect to any Companion Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee,


 






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representative
 or agent of the Trustee and the Certificate Administrator,
respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the
extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to
time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the
Master Servicer or the Special Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in connection
with, any act or omission of the Trustee or the Certificate
Administrator, respectively, relating to the exercise and performance of
 any of the powers, rights and duties of the Trustee or
the Certificate Administrator, respectively (including in any capacities
 in which they serve, such as paying agent, REMIC Administrator,
Authenticating Agent, Custodian, Certificate Registrar, and 17g-5
Information Provider) hereunder; provided, however,
that none of the Trustee or the Certificate Administrator, nor any of
the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead,
 (ii) expenses or disbursements incurred or made
by or on behalf of the Trustee or the Certificate Administrator,
respectively, in the normal course of the Trustee or the Certificate
Administrator, respectively, performing its duties in accordance with
any of the provisions hereof, which are not "unanticipated
expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense
or liability specifically required to be borne thereby pursuant to the
terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the
 performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by
reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or
warranty of the Trustee specified in Section 8.12 or
the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Issuing Entity or
any other party to this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such
costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses)
of the enforcement of such indemnity.


 


(c)       The
Certificate
 Administrator shall indemnify and hold harmless the Depositor and the
Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and other costs and expenses
incurred by the Depositor or any Mortgage Loan Seller or its Affiliates
that arise out of or are based upon (i) a breach
by the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged
Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on
the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the
Certificate Administrator is required to make available information
to a Privileged Person that is


 






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an NRSRO, in the performance of such obligations or its negligent disregard of its obligations
and duties under this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each
 of the Trustee and the Certificate
Administrator hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national
bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United
States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal
or state authority and in the case of the Trustee, shall not be an
Affiliate of the Master Servicer or the Special Servicer (except
during any period when the Trustee is acting as, or has become successor
 to, the Master Servicer or the Special Servicer, as the
case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation,
(iii) an institution whose long-term senior unsecured debt is rated at least “BBB+” by S&P, “A2"
by Moody’s, “A-” by Fitch and, if rated by KBRA, “A” by KBRA; provided that the Trustee will
not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term
unsecured debt rating of no less than “Baa2” by Moody’s, (b) its short-term debt obligations have a short-term
rating of not less than “P-2” from Moody’s and “F1” by Fitch and “A-2” by S&P and
(c) the Master Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s and "A+“
by Fitch; provided that nothing in this clause (c) shall impose on the Master Servicer any obligation to maintain
such rating; provided, further, that if any such institution is not rated by KBRA, such institution maintains an
equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch) or such other rating with
respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited
Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank
or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report
of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or
 in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net
 income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator
 or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust
or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee
 and the Certificate Administrator may at any time resign and be
discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer, the Special
Servicer and the Trustee or the Certificate Administrator, as
applicable, the Operating Advisor, the Asset Representations Reviewer,
17g-5 Information Provider and to all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate
Administrator’s Website in accordance with Section
3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information


 






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Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section
3.13(c). Upon receiving such notice of resignation, the Depositor
shall use its reasonable best efforts to promptly appoint
a successor trustee or successor certificate administrator acceptable to
 the Master Servicer and, prior to the occurrence and
continuance of a Control Termination Event, the Directing
Certificateholder by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee or Certificate Administrator
 and to the successor trustee or certificate administrator.
A copy of such instrument shall be delivered to the Master Servicer, the
 Special Servicer, the Certificateholders and the Trustee
or Certificate Administrator, as applicable, by the Depositor. If no
successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within ninety (90) days
after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator may petition any court of competent
 jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, and such petition will be
an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08)
 and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the
Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or
control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or if the Trustee or Certificate
Administrator
(if different than the Trustee) shall fail to timely publish any report
to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate
Administrator, as applicable, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master
Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so
removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A
 copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the
Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety
 (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court
of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of
the Trust.


 


(c)       The
Holders
 of Certificates entitled to at least 75% of the Voting Rights may, upon
 thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator
and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one
complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of
 such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master
Servicer. In the event of any


 






     -396-


     


    

 


such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation
 or removal of the Trustee or Certificate Administrator and appointment
of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 


If
the
 same party is acting as Trustee and Certificate Administrator pursuant
to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable,
shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the
 Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility
requirements set forth hereunder.


 


Upon
any
 succession of the Trustee or Certificate Administrator under this
Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and
reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation,
unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor
trustee or certificate administrator.


 


(e)       Upon
the
 resignation, assignment, merger, consolidation, or transfer of the
Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the
 original executed Mortgage Note for each Mortgage Loan
(to the extent that the original executed Mortgage Note for each
Mortgage Loan was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order
of the successor, as trustee for the registered Holders
of UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage
Pass-Through Certificates, Series 2017-C4 or in blank, and (ii) in
the case of the other assignable Mortgage Loan documents (to the extent
such other Mortgage Loan documents were assigned to the
outgoing trustee), assign such Mortgage Loan documents to such
successor, and such successor shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and
certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made;
(b) if any original executed Mortgage Note for a Mortgage
Loan was not endorsed to the outgoing trustee, the Custodian shall, upon
 its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the
Master Servicer and the Depositor shall cooperate with any
successor trustee to ensure that such Mortgage Note is endorsed (without
 recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of
UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage
Pass-Through Certificates, Series 2017-C4 or in blank; provided, however, that, notwithstanding anything to the
contrary herein, to the extent any such endorsement of such Mortgage Note


 






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requires
 the signature of the related Mortgage Loan
Seller in order to comply with the foregoing, then the Master Servicer
shall use reasonable efforts to cause the related Mortgage
Loan Seller to execute such endorsement; (c) if any other
assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release,
 deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the Master Servicer and the
Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Loan document is assigned to such successor
trustee; and (d) in any case, such successor trustee
shall review the documents delivered to it or to the Custodian with
respect to each Mortgage Loan, and certify in writing that,
as to each Mortgage Loan then subject to this Agreement, such
endorsements and assignments have been made or, in the event such
endorsement or assignment cannot be made for any reason, to note the
same in such certification.


 


(f)       Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate
Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act,
deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder,
 with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall
deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage
Files at the time held on its behalf by the Custodian,
which Custodian, at Custodian’s option shall become the agent of the
successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations
hereunder.


 


(b)       No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)       Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such
Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to
deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate
administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the
 expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted


 






     -398-


     


    

 


or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor
of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such
successor person shall be eligible under the provisions of Section 8.06,
 without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in
accordance with Section 3.13(b) and shall provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding
 any
other provisions hereof, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be
located, the Master Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act
as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such capacity, such
title to the Trust, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within fifteen (15)
days after the receipt by it of a request to do so, or in case a
Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08. All co-trustee fees shall
be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10,
 all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred
 or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as
successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in
any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       Any
notice,
 request or other writing given to the Trustee shall be deemed to have
been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided


 






     -399-


     


    

 


therein,
 subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)      Any
separate
 trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11     Appointment of Custodians. The
 Certificate Administrator is hereby appointed as
the Custodian to hold all or a portion of the Mortgage Files. The
Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus
of at least $15,000,000 and shall be qualified to do business
in the jurisdiction in which it holds any Mortgage File. The Custodian
shall be subject to the same obligations and standard of
care as would be imposed on the Certificate Administrator hereunder in
connection with the retention of Mortgage Files directly
by the Certificate Administrator. Upon termination or resignation of the
 Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The appointment of
 one or more Custodians by the Certificate Administrator
shall not relieve the Certificate Administrator from any of its
obligations hereunder, and the Certificate Administrator shall
remain responsible for all acts and omissions of any Custodian other
than the initial Custodian. Any Custodian appointed hereunder
must maintain a fidelity bond and errors and omissions policy in an
amount customary for Custodians which serve in such capacity
in commercial mortgage loan securitization transactions, or may
self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The
 Trustee hereby represents and
warrants to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder and the Certificate Administrator for
 the benefit of the Certificateholders, as of the Closing
Date, that:


 


(i)       The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)      The
execution
 and delivery of this Agreement by the Trustee, and the performance and
compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or
constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its
assets;


 


(iii)     The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution,


 






     -400-


     


    

 


delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)     This
Agreement,
 assuming due authorization, execution and delivery by each of the other
 parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee
in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations
specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or
at law;


 


(v)      The
Trustee
 is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order
 or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely
the ability of the Trustee to perform its obligations under
this Agreement;


 


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


 


(vii)    No
consent,
 approval, authorization or order of any court or governmental agency or
 body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this
Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or
order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under
this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its
 obligations hereunder.


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The
Master
 Servicer shall promptly, upon request, provide the Special Servicer and
 the Certificate Administrator with notice of any
change in the identity and/or contact information of any Serviced
Companion Noteholder (to the extent it receives written notice
of such change). The Certificate Administrator, the Master Servicer and
the Special Servicer may each conclusively rely on the
information provided to them regarding identity and/or contact
information regarding any Serviced Companion Noteholder, and the
Certificate Administrator, the Master Servicer and the Special Servicer,
 as applicable, shall have no liability for notices not
sent to the correct Serviced Companion Noteholders or any obligation to
determine the identity and/or contact information of the
Serviced Companion Noteholders to the extent updated or correct
information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information
regarding any of


 






     -401-


     


    

 


the Serviced Companion Noteholders has not
been provided to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable.


 


Section
8.14     Representations and Warranties of the Certificate Administrator. The
 Certificate
Administrator hereby represents and warrants to the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, each Serviced Companion Noteholder,
and the Trustee, for the benefit of the Certificateholders,
as of the Closing Date, that:


 


(i)       The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution
 and delivery of this Agreement by the Certificate Administrator, and
the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the
Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is
 a party or which is applicable to it or any of its assets;


 


(iii)     The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)     This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)      The
Certificate
 Administrator is not in violation of, and its execution and delivery of
 this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any
 law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the
Certificate
Administrator’s good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this
Agreement or the financial condition of the Certificate Administrator;


 


(vi)     No
litigation
 is pending or, to the best of the Certificate Administrator’s
knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into
this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and
adversely


 






     -402-


     


    

 


affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)    No
consent,
 approval, authorization or order of any court or governmental agency or
 body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the
Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any
consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the
Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations
and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of
terrorist activities and money laundering (“Applicable Laws”),
each of the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer is required to obtain,
verify and record certain information relating to individuals
and entities which maintain a business relationship with the Trustee,
the Certificate Administrator, the Special Servicer or the
Master Servicer, as applicable, arising out of the Trust or this
Agreement. Accordingly, each of the parties to this Agreement
agrees to provide to the Trustee, the Certificate Administrator, the
Special Servicer and the Master Servicer, upon its respective
reasonable request from time to time such identifying information and
documentation as may be available for such party in order
to enable the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


ARTICLE
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this
Section 9.01 and Section 9.02, the Trust and the
respective obligations and responsibilities under this Agreement
of the Certificate Administrator (other than the obligations of the
Certificate Administrator to provide for and make payments
to Certificateholders as hereafter set forth), the Depositor, the Master
 Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trustee, shall terminate upon
 payment (or provision for payment) to the Certificateholders
of all amounts held by the Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the
earlier to occur of (i) the final payment (or related Advance) or
other liquidation of the last Mortgage Loan and REO Property
(as applicable) subject hereto, (ii) the purchase or other
liquidation by the Holder of the majority of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the
Class R Certificates, in that order of priority, of all the
Mortgage Loans and the Trust’s portion of each REO Property remaining in
 the Trust Fund at a price equal to (a) the
sum of (1) the aggregate Purchase Price of all the Mortgage Loans
(exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property,


 






     -403-


     


    

 


if any, included in the Trust Fund (such Appraisals in clause (a)(2)
to be conducted by an Independent MAI-designated appraiser selected
by the Special Servicer and approved by the Master Servicer
and the Controlling Class), (3) the reasonable out-of-pocket
expenses of the Master Servicer and the Special Servicer with
respect to such termination, unless the Master Servicer or the Special
Servicer, as applicable, is the purchaser of such Mortgage
Loans and (4) if a Mortgaged Property secures a Non-Serviced
Mortgage Loan and is an “REO property” under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair
market value of the related Mortgaged Property, as determined
by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely
in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Section 3.03(d)
and Section 4.03(d) and any unpaid Servicing Fees, remaining
outstanding and payable solely to the Master Servicer
(which items shall be deemed to have been paid or reimbursed to the
Master Servicer in connection with such purchase) or (iii) so
long as the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding, the voluntary exchange by the
Sole Certificateholder of all the outstanding Certificates
(other than the Class Z and Class R Certificates) for the remaining
 Mortgage Loans and REO Properties in the Trust Fund pursuant
to the terms of the immediately succeeding paragraph; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class Z and  R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than
the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by clause (iii) of the first paragraph of this Section 9.01(a)
 by giving written notice to all
the parties hereto no later than sixty (60) days prior to the
anticipated date of exchange. In the event that the Sole
Certificateholder
elects to exchange all of its Certificates (other than the Class Z and
Class R Certificates) for all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust in
accordance with the preceding sentence, such Sole
Certificateholder, not later than the Distribution Date on which the
final distribution on the Certificates is to occur, shall
deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Trustee and the
Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an
escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a),
but only to the extent that such amounts are not already on deposit in
the Collection Account. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in
 which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by


 






     -404-


     


    

 


REO
 Property, the portion of the above-described purchase price allocable
to such
Trust’s portion of REO Property shall initially be deposited into the
related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its
Certificates (other than the Class Z and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt
of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments
furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO
Properties remaining in the Trust Fund, and the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal
income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Lower-Tier REMIC for an
amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect
thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of such Certificates
and Related Lower-Tier Regular Interests.


 


The
obligations
 and responsibilities under this Agreement of the Depositor, the Master
Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall
terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is
no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the
Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The
Holder
 of the majority of the Controlling Class, the Special Servicer, the
Master Servicer or the Holders of the Class R
Certificates, in that order of priority, may, at their option, elect to
purchase all of the Mortgage Loans (and all property acquired
through exercise of remedies in respect of any related Mortgage Loan)
and the Trust’s portion of each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the
Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may
 so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on
 or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the
portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth
 in the Preliminary Statement. This purchase shall terminate
the Trust and retire the then-outstanding Certificates. In the event
that the Master Servicer or the Special Servicer purchases,
or the Holder of the majority of the Controlling Class or the Holders of
 the Class R Certificates purchase, all of the Mortgage
Loans and the Trust’s portion of each REO Property remaining in the
Trust Fund in accordance with the preceding sentence,
the Master Servicer, the Special Servicer, the Holder of the majority of
 the Controlling Class or the Holders of the Class R
Certificates, as the case may be, shall deposit in the Lower-Tier REMIC
Distribution Account not later than the P&I Advance
Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than
the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition,
the Master


 






     -405-


     


    

 


Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto
on such P&I Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b),
 together with
any other amounts on deposit in the Collection Account that would
otherwise be held for future distribution. Upon confirmation
that such final deposits and payments have been made, the Custodian
shall release or cause to be released to the Master Servicer,
the Special Servicer, the Holder of the majority of the Controlling
Class or the Holders of the Class R Certificates, as
applicable, the Mortgage Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the Special Servicer, the Holder
 of the majority of the Controlling Class or the Holders
of the Class R Certificates, as the case may be, as shall be
necessary to effectuate transfer of the Mortgage Loans as assets
of the Trust and REO Properties remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holder of the majority of the
Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer,
then the Master Servicer and then the Holders of the Class R
Certificates. For purposes of this Section 9.01, the Directing
Certificateholder with the consent of the Holders of the
Controlling Class, shall act on behalf of the Holders of the Controlling
 Class in purchasing the assets of the Trust and terminating
the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such
notice is given in connection with the purchase of all
of the Mortgage Loans is an asset of the Trust) and each REO Property
remaining in the Trust Fund, not earlier than the fifteenth
(15th) day and not later than the twenty-fifth (25th) day of the month
next preceding the month of the final distribution on the
Certificates, or (b) otherwise during the month of such final
distribution on or before the P&I Advance Determination
Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment
of the Certificates will be made, (ii) the amount of any such final
 payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates
at the offices of the Certificate Registrar or such other location
therein designated.


 


After
transferring
 the Lower-Tier Distribution Amount and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant
to Section 3.04(b) and upon presentation and surrender of the
Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of
 the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of
Certificates so presented, (ii) to Holders of the Excess
Interest Certificates so presented, any amounts remaining on deposit in
the Excess Interest Distribution Account, and (iii) any
remaining amount shall be distributed


 






     -406-


     


    

 


to
 the Class R Certificates in respect of the Class LR Interest
or the Class UR
Interest, as applicable. Amounts transferred from the Lower-Tier REMIC
Distribution Account to the Upper-Tier REMIC Distribution
Account as of the final Distribution Date, shall be distributed in
termination and liquidation of the Lower-Tier Regular Interests
and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f).
Any funds not distributed on such Distribution Date shall be set aside
and held uninvested in trust for the benefit of the Certificateholders
not presenting and surrendering their Certificates in the aforesaid
manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a)  In
 the event the Master Servicer
or the Special Servicer purchases, or the Holders of the Controlling
Class or the Holders of the Class R Certificates purchase,
all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund as provided in Section
9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional
requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)       the
Certificate
 Administrator shall specify the date of adoption of the plan of
complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)      during
the
 90-day liquidation period and at or prior to the time of the making of
the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of
the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the
Class R Certificates, as applicable, for cash; and


 


(iii)      within
such
 90-day liquidation period and immediately following the making of the
final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or
credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR
Interest (in the case of the Lower-Tier REMIC) and in respect
of the Class UR Interest (in the case of the Upper-Tier REMIC) all
cash on hand (other than cash retained to meet claims),
and the Trust (if applicable) or the related Trust REMIC(s) shall
terminate at that time.


 


[End
of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01     REMIC Administration. (a)  The Certificate Administrator shall make elections
or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and
Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year
ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are


 






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issued. For the
purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated
the “regular interests,” and the Class UR Interest shall be designated the sole class of “residual interests”
in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated
as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer
or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code)
in any Trust REMIC other than the foregoing interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a)
 unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful
misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates
shall be designated as the “tax matters person”
in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1,
and the “partnership representative” within the meaning of Section 6223
of the Code (to the extent such provision
is applicable to the Trust REMICs) of each Trust REMIC. By their
acceptance thereof, the Holder of the largest Percentage Interest
in the Class R Certificates hereby agrees to irrevocably appoint
the Certificate Administrator as its agent to perform all
of the duties of the “tax matters person” and “partnership
representative” for the Trust REMICs.


 


(d)       The
Certificate
 Administrator shall prepare or cause to be prepared and shall file, or
cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created
hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary
expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)       The
Certificate
 Administrator shall provide or cause to be provided (i) to any
Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to
the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an
agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC
Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service,
Form 8811, within thirty (30) days after the Closing Date, the
name, title, address and telephone number of the "tax
matters person” who will serve as the representative of each of the
Trust


 






     -408-


     


    

 


REMICs created hereunder. The Certificate Administrator
shall prepare, and the Trustee shall sign, the Form 8811.


 


(f)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the
Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust
and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the
Trustee) to the effect that the contemplated action will
not, with respect to the Trust, any Trust REMIC created hereunder, cause
 the loss of such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such
tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not
take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has
advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the
expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator
will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially
all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and
“permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)       In
the
 event that any applicable federal, state or local tax, including
interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be
charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided
 that with respect
to the estimated amount of tax imposed on any “net income from
foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax
authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at
such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the
Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the
preceding sentence, the Master Servicer shall withdraw from
the Collection Account


 






     -409-


     


    

 


sufficient
 funds to pay or provide for the payment of, and to actually pay, such
tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not
prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its
 obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a
separate non-interest bearing account, the net income from any
“prohibited transaction” under Section 860F(a) of the Code or the
amount of any taxable contribution to any Trust
REMIC after the Startup Day that is subject to tax under
Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent
 that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal
Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount
from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such
retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully
reimbursed for any Realized Losses arising therefrom and
then to the Holders of the Class R Certificates in respect of the
Class LR Interest in the manner specified in Section
4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner
specified in Section 4.01(a) to the extent they are fully reimbursed for any Realized Losses arising therefrom and then
to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except
to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach
constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)       The
Certificate
 Administrator shall, for federal income tax purposes, maintain or cause
 to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as
otherwise may be required by the REMIC Provisions.


 


(i)        Following
the
 Startup Day, neither the Certificate Administrator nor the Trustee
shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received
 an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such
assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)        Neither
the
 Certificate Administrator nor the Trustee shall enter into any
arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any
Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code
or “permitted investments” as
defined in Section 860G(a)(5) of the Code.


 


(k)       Solely
for
 the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
the “latest possible maturity date” by
which the Certificate Balance or Notional Amount of each Class of
Regular Certificates and by which the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero
is the date that is the Rated Final Distribution Date.


 






     -410-


     


    

 


(l)          None
of
 the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection
with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust,
(iii) the termination of the Trust pursuant to ARTICLE
IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II or ARTICLE III
 of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or
sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel
 that such sale, disposition or substitution will not
(a) affect adversely the status of any Trust REMIC as a REMIC or
(b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be, has
determined in its sole discretion to indemnify the Trust
against such tax, cause the Trust or any Trust REMIC to be subject to a
tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)          The
Certificate
 Administrator’s authority under this Agreement includes the authority
to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to
avoid the application of Section 6221 of the Code
(or successor provisions) to either Trust REMIC and (ii) to avoid
payment by either Trust REMIC under Section 6225 of the
Code (or successor provisions) of any tax, penalty, interest or other
amount imposed under the Code that would otherwise be imposed
on any Holder of a Class R Certificate, past or present. Each Holder of a
 Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


Section
10.02     Use of Agents. (a)  The Trustee shall execute all of its obligations and
duties under this ARTICLE X through its Corporate Trust Office. The Trustee may execute any of its obligations and
duties under this ARTICLE X either directly or by or through agents or attorneys. The Trustee shall not be relieved of
any of its duties or obligations under this ARTICLE X by virtue of the appointment of any such agents or
attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this ARTICLE
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03     Depositor, Master Servicer and Special Servicer to Cooperate with Certificate
Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without
limitation, the price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or


 






     -411-


     


    

 


the
Trust
 and as shall be reasonably requested by the Certificate Administrator
in order to enable it to perform its duties hereunder.


 


Section
10.04     Appointment of REMIC Administrators. (a)  The Certificate Administrator
may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to
act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The
Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an
instrument in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities
herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC
Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing
business under the laws of the United States of America or of any State and be subject to supervision or examination by
federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC
Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If
Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)          Any
Person
 into which any REMIC Administrator may be merged or converted or with
which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC
Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to
be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate
Administrator or the REMIC Administrator.


 


(c)          Any
REMIC
 Administrator may at any time resign by giving at least thirty (30)
days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of
any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate
Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC
Administrator shall cease to be eligible in accordance with the
provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04.
 Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC
 Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate
Administrator.


 


[End
of Article X]


 






     -412-


     


    

 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree
that the purpose of ARTICLE XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor
of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the
related rules and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of
information or other performance under these provisions other than in reasonable good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of
the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may
change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests
made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion
Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of
Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In
connection with the UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4, and
any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully
with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other
Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or
make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other
Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable
good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other
Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the
related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be
necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply
with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written
request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing
requirements. For purposes of this ARTICLE XI, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any
legal action against such third party in connection with such obligation.


 


Section
11.02     Succession; Subcontractors. (a)  As a condition to the succession to
the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as
contemplated by Item 1108(a)(2)) as servicer or sub-servicer or


 






     -413-


     


    

 


succession
to
 the Certificate Administrator under this Agreement by any Person
(i) into which the Master Servicer and the Special Servicer,
such Sub Servicer or Certificate Administrator may be merged or
consolidated, or (ii) which may be appointed as a successor
to the Master Servicer and the Special Servicer or to any such
Sub-Servicer or Certificate Administrator, the person removing
and replacing the Master Servicer and the Special Servicer or
Certificate Administrator shall provide to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator and each
Other Depositor, as applicable, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such
shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor, the Other Depositor and the Other Certificate
Administrator of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the
Depositor, all information relating to such successor reasonably
requested by the Depositor, Other Depositor or Other Certificate
Administrator in order to comply with its reporting obligation
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be
filed under the Exchange Act); provided, however that if
disclosing such information prior to such effective date
would violate any applicable law or confidentiality agreement, the
Master Servicer, the Special Servicer, any Additional Servicer
or the Certificate Administrator, as the case may be, shall submit such
disclosure to the Depositor and the Other Depositor no
later than the effective date of such succession or appointment.


 


(b)          Each
of
 the Master Servicer, the Special Servicer, the Sub-Servicer, the
Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”)
 is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such
Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other
 Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the
Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of
the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that
will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such
Servicer of any Subcontractor determined to be a Servicing Function
Participant, such Servicer shall (i) with respect to
any such Subcontractor engaged by such Servicer that is an Initial
Sub-Servicer, use commercially reasonable efforts to cause,
and (ii) with respect to any other subcontractor with which it has
entered into a servicing relationship, cause such Subcontractor
used by such Servicer for the benefit of the Depositor and the Trustee
(and any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a
related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to
the same extent as if such Subcontractor were such Servicer.
With respect to any Servicing Function Participant engaged by such
Servicer that is an Initial Sub-Servicer, such Servicer shall
be responsible for using commercially reasonable efforts to obtain, and
with respect to each other Servicing Function Participant
engaged by such Servicer, such Servicer shall obtain from each such
Servicing Function Participant and deliver to the applicable
Persons any assessment of compliance report and related accountant’s
attestation required to be delivered


 






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by
such Subcontractor under Section 11.10 and Section 11.11,
in each case, as and when required to be delivered. For
the avoidance of doubt, the Custodian shall not be permitted to utilize
any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the
 foregoing, if a Servicer engages a Subcontractor, other than an Initial
 Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be
responsible for determining whether such Subcontractor is a "servicer”
within the meaning of Item 1101 of Regulation AB and whether
any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant
to the preceding sentence, that such Subcontractor is
a “servicer” within the meaning of Item 1101 of Regulation AB
and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be
deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and
until notice is given to the Depositor and the Certificate
Administrator of any such Sub-Servicer and Sub-Servicing Agreement.
Other than with respect to the Initial Sub-Servicer, no Sub-Servicing
Agreement shall be effective until fifteen (15) days after such written
notice is received by the Depositor and the Certificate
Administrator (or such shorter period as is agreed to by the Depositor).
 Such notice shall contain all information reasonably
necessary to enable the Certificate Administrator to accurately and
timely report the event under Item 6.02 of Form 8-K
pursuant to the Exchange Act (if such reports under the Exchange Act are
 required to be filed under the Exchange Act).


 


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c),
 in each case at least thirty (30) calendar days
prior to the effective date of such succession or appointment (or if
such prior notice is violative of applicable law or any applicable
confidentiality agreement, no later than one (1) Business Day after such
 effective date of succession) and shall furnish to the
Depositor and the Certificate Administrator, in writing and in form and
substance reasonably satisfactory to the Depositor and
the Certificate Administrator, all information reasonably necessary for
the Certificate Administrator to accurately and timely
report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this ARTICLE XI, in
connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to
all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable
efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 






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Section
11.03     Filing Obligations. (a)  The Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably
cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the
Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the
Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by
the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the
Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed by the
Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)          In
the
 event that the Certificate Administrator is unable to timely file with
the Commission all or any required portion of any Form 8-K,
10-D, ABS-EE or 10-K required to be filed by this Agreement because
required disclosure information was either not delivered to
it or delivered to it after the delivery deadlines set forth in this
Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the
Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to
prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to
Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the
next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as
needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A,
Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form
 ABS-EE or Form 10-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the
performance by the Certificate Administrator of its duties
under this Section 11.03 related to the timely preparation and
filing of Form 15, a Form 12b-25 or any amendment
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is
contingent upon the parties observing all applicable deadlines
in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10, 11.11 and 11.15 of this
Agreement. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any
amendments to Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25
or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or
Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


Section
11.04     Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days
after each Distribution Date (subject to permitted extensions under the Exchange Act), the


 






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Certificate
Administrator
 shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance
as required by the Exchange Act. The Certificate Administrator shall
file each Form 10-D with a copy of the related Distribution
Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit AA to the Depositor and
the Certificate Administrator and approved by the Depositor,
and the Certificate Administrator will have no duty or liability for any
 failure hereunder to determine or prepare any Additional
Form 10-D Disclosure, absent such reporting, direction and
approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA
hereto shall be required to provide to the Certificate Administrator and the Depositor (and, in the case of any Servicing
Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format and, when appropriate, XML electronic format, or
in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the
form and substance of any Additional Form 10-D Disclosure, if applicable; provided that information relating to any
REO Account to be reported under “Item 9: Other Information” on Exhibit AA shall be reported by the Special
Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit LL; (ii) the
parties listed on Exhibit AA hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit DD (except with respect to the reporting of REO Account balances
which shall be delivered in the form of Exhibit LL hereto)
and (iii) the Depositor shall approve, as to form
and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered
 by email to cts.sec.notifications@wellsfargo.com (or
such other e-mail address as the Certificate Administrator may instruct)
 or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under
 this Agreement to monitor or enforce the performance
by the parties listed on Exhibit AA of their duties under
this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The
Depositor will be responsible for any reasonable expenses incurred
by the Trustee or Certificate Administrator in connection with including
 any Additional Form 10-D Disclosure on Form 10-D
pursuant to this paragraph.


 


The
Certificate
 Administrator shall include in any Form 10-D filed by it
(i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject
 of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan
contemplated by Section 2.03(b), (ii) a reference to
the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the
Certificate Administrator by the Master Servicer in the form of Exhibit LL hereto for inclusion therein within the
time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has
been received from the Special Servicer within the time period specified in this Section 11.04) and the Collection


 






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Account
as
 of the related Distribution Date and as of the immediately preceding
Distribution Date and (iv) the balances of the Distribution
Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve
Account, in each case as of the related Distribution Date
and as of the immediately preceding Distribution Date. The Depositor and
 the Mortgage Loan Sellers, in accordance with Section 5(f)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such
information as described in clause (i) and
clause (ii) of this paragraph.


 


Form 10-D
requires
 the registrant to indicate (by checking “yes” or “no”) that it
"(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
 Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the
Certificate Administrator by email to
cts.sec.notifications@wellsfargo.com,
no later than the fifth (5th) calendar day after the related
Distribution Date with respect to the filing of a report on
Form 10-D
if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect
 to any Mortgage Loan that permits Additional Debt or mezzanine debt in
the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the
extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information
is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as the case may be, substantially in
the form of Exhibit JJ (A) the amount
of any such Additional Debt or mezzanine debt, as applicable, that is
incurred during the related Collection Period, (B) the
total debt service coverage ratio calculated on the basis of such
Mortgage Loan and such Additional Debt or mezzanine debt, as
applicable, and (C) the aggregate LTV Ratio calculated on the basis
 of such Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


 


The
Depositor
 hereby directs the Certificate Administrator to include the following
individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Nicholas
 Galeone, Telephone: (212) 713-8832. The Certificate Administrator
may rely without further investigation that this information remains
correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
in accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the


 






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Form 10-D
relating to the reporting period in which such request was received a Special Notice including the information required to be
included pursuant to Section 5.06.


 


(b)          After
preparing
 the Forms 10-D and ABS-EE, the Certificate Administrator shall
forward electronically copies of the Forms 10-D
and ABS-EE to the Depositor for review no later than ten (10) calendar
days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day,
the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two
(2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE,
respectively, and, a duly authorized officer of the Depositor
shall sign the Form 10-D and Form ABS-EE and return an electronic
or fax copy of such signed Form 10-D and Form ABS-EE
(with an original executed hard copy to follow by overnight mail) to the
 Certificate Administrator. Alternatively, if the Certificate
Administrator agrees in its sole discretion, the Depositor may deliver
to the Certificate Administrator manually signed copies
of a power of attorney meeting the requirements of Item 601(b)(24)
of Regulation S-K under the Securities Act under the Securities
Act, and certified copies of a resolution of the Depositor’s board of
directors authorizing such power of attorney, each
to be filed with each Form 10-D and each Form ABS-EE, as
applicable, in which case the Certificate Administrator shall sign
such Forms 10-D and Forms ABS-EE, as applicable, as attorney in
fact for the Depositor. As provided in Section 11.04(d),
the Certificate Administrator shall file such Form ABS-EE, upon receipt
of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE
cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator will
follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator
 will make available on its Internet website a final executed
copy of each Form 10-D and Form ABS-EE filed by the Certificate
Administrator. The signing party at the Depositor can be
contacted at UBS Commercial Mortgage Securitization Corp., 1285 Avenue
of the Americas,

New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS
AG, 153 West 51st Street, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b)
related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.04(b).
 Neither the Trustee
nor the Certificate Administrator shall have any liability for any loss,
 expense, damage, or claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D or such Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any
information from any party to this Agreement needed to prepare, arrange
for execution or file such Form 10-D or such Form
ABS-EE, respectively, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)          Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a),
 the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form
and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the
foregoing shall not apply to any


 






     -419-


     


    

 


Form
ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final
Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule
AL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the
Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate
Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or
accuracy of the information contained in any CREFC® Schedule
AL File or Schedule AL Additional File. After preparing
the Form ABS-EE, the Certificate Administrator shall forward
electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File and any Schedule AL Additional File
received by the Certificate Administrator in both XML
format and tabular form) concurrently with the related Form 10-D to the
Depositor for review and approval. Any questions for the
Master Servicer related to the filing shall be directed to
ssreports@wellsfargo.com. The Master Servicer shall reasonably cooperate
with the Depositor to answer any reasonable questions that the Depositor
 may pose to the Master Servicer regarding the data or
information contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding
data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) as of the
time the Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable,
to the Certificate Administrator. The Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent
related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC®
Schedule AL File or any Schedule AL Additional File in a timely manner.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business
Days prior to the 15th calendar day after the related Distribution Date, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a
duly authorized officer of the Depositor shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form
ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate
Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of
the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed Form ABS-EE needs to be amended, the
Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available on the Certificate
Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at UBS Commercial Mortgage Securitization Corp., 1285
Avenue of the Americas, New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832,
nicholas.galeone@ubs.com, with a copy to UBS AG, 153 West 51st Street, New York, New York 10019, Attention: Chad Eisenberger,
Executive Director & Counsel. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is
contingent


 






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upon
the responsible parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or
file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Depositor
 hereby directs the Certificate Administrator to include the following
individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: Nicholas Galeone,
Telephone: (212) 713-8832. The Certificate Administrator
may rely without further investigation that this information remains
correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04
 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is
trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05     Form 10-K Filings. (a)  Within ninety (90) days after the end of
each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year)
or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing in
March 2018, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the
extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this
Agreement:


 


(i)          an
annual
 compliance statement for the Master Servicer, the Special Servicer, the
 Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)  the
annual
 reports on assessment of compliance with servicing criteria for the
Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor,
each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10
 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued
pursuant to this Agreement and any steps taken to


 






     -421-


     


    

 


remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included;


 


(iii)          (A)  the
registered
 public accounting firm attestation report for the Trustee, the Master
Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional
Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11
 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance,
 or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why
such report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included
on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit BB to the Depositor and
the Certificate Administrator and approved by the Depositor
and the Certificate Administrator will have no duty or liability for any
 failure hereunder to determine or prepare any Additional
Form 10-K Disclosure, absent such reporting, direction and
approval. Information delivered to the Certificate Administrator
hereunder should be delivered (i) by email to
cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715 2380,
Attn: CTS
SEC Notifications and also (ii) by email to
Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit BB hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2018, (i) the parties listed on Exhibit BB
 shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a
Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or
in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and
substance of any Additional Form 10-K Disclosure, if
applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-K Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit DD and (iii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure
on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit BB of their duties under this paragraph or


 






     -422-


     


    

 


proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for
any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires
 the registrant to indicate (by checking “yes” or “no”) that it
"(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
 Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the
Certificate Administrator in writing, no later than March
1st with respect to the filing of a report on Form 10-K, if the
answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in
preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the
Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such
time. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the
Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each
Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at UBS Commercial
Mortgage Securitization Corp., 1285 Avenue of the Americas, New York, New York 10019, Attention: Nicholas Galeone,
(212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS AG, 153 West 51st Street, New York, New York 10019, Attention:
Chad Eisenberger, Executive Director & Counsel. The parties to this Agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing of
Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to
receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


(c)          Upon
written
 request from any Mortgage Loan Seller, Other Depositor, the Master
Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master
Servicer or Special Servicer whether it has


 






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received
notice
 that any party to this Agreement has changed since the Closing Date and
 will provide to such Mortgage Loan Seller or Other
Depositor, the Master Servicer or the Special Servicer, if known to the
Certificate Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05
 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is
trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06     Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley
Certification in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley
Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements of the
Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the
Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with
respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall
provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as
the case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such Initial
Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to
provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a
Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before
March 1st of each year commencing in March 2018, a certification substantially in the form attached hereto as Exhibits Y-1, Y-2, Y-3, Y-4, Y-5, Y-6 or Y-7
(each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity for
which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can
reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification,
the Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall
not exclude information that would have been provided by such Servicing Function Participant. In addition, in the event that
any Serviced Companion Loan is deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the
parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either the
Performance Certification or a separate certification in form and substance similar to applicable Performance
Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect
to the related Companion Loan) on which such Person, the entity for which the Person acts as an


 






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officer
(if
 the Person is an individual), and such entity’s officers, directors and
 Affiliates can reasonably rely. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form
and substance similar to a Performance Certification. The senior officer
 in charge of securitization for the Depositor shall serve
as the Certifying Person on behalf of the Trust. In addition, each
Reporting Servicer shall execute a reasonable reliance certificate
(which may be included as part of such other certifications being
delivered by such Reporting Servicer) to enable the Certification
Parties to rely upon each (i) annual compliance statement provided
pursuant to Section 11.09, if applicable, (ii) annual
report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and
Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided
to such Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer
or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s
knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness
of information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with
respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements
of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07     Form 8-K Filings. Within four (4) Business Days after the occurrence of an
event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by
the Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate
Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall
provide notice thereof to the Depositor, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate


 






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Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, absent such reporting, direction and approval.


 


As
set forth on Exhibit CC hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the second (2nd) Business Day after the occurrence of a Reportable
Event (i) the parties set forth on Exhibit CC hereto
shall be required to provide to the Depositor and the Certificate
Administrator, to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing
parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit CC hereto
shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached hereto
as Exhibit DD and (iii) the Depositor will approve, as
to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on
Form 8-K. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit CC of their
duties under this paragraph or proactively solicit or procure from such
parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by
the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K
 pursuant to this paragraph. Information delivered to
the Certificate Administrator hereunder should be delivered by email to
cts.sec.notifications@wellsfargo.com or by facsimile to
410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing
 the Form 8-K, the Certificate Administrator shall forward
electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business
Day after the Reportable Event, but in no event earlier
than twenty-four (24) hours after having received the Form 8-K
Disclosure Information pursuant to the immediately preceding
paragraph. Promptly, but no later than the close of business on the
third (3rd) Business Day after the Reportable Event, the Depositor
shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of
such Form 8-K. No later than noon, New York City time, on the 4th
Business Day after the Reportable Event, a duly authorized
officer of the Depositor shall sign the Form 8-K and return an
electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the
Certificate Administrator. If a Form 8-K cannot be filed
on time or if a previously filed Form 8-K needs to be amended, the
Certificate Administrator will follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will, make available
on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at UBS Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas,

New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS
AG, 153 West 51st Street, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this


 






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Section
11.07. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K,
where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any
information from the parties to this Agreement needed to prepare,
arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


The
Master
 Servicer, the Special Servicer, the Certificate Administrator and the
Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as the case may be, shall (i) with
respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by the Master Servicer or the Special Servicer, as applicable,
use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other
Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to
this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event
 later than noon, New York City time, on the second (2nd)
Business Day after its occurrence, of any Reportable Event applicable to
 such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual
knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to
each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the
Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07
 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is
trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so
 long as the Trust is subject to the reporting obligations of the
Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or
replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall
become effective with respect to this Trust until the Certificate
Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section
11.08     Form 15 Filing. On or prior to January 30th of the first year in which
the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its
Exchange Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension
Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations. With
respect to any reporting period occurring after the filing of such form, subject to Section 11.15(h), the obligations
of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the


 






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Mortgage
Loan
 Sellers and all other parties hereto that such form has been filed. If,
 after the filing of a Form 15 Suspension Notification,
the Depositor shall provide notice to the Certificate Administrator that
 it is required to resume its Exchange Act filings, the
Certificate Administrator shall recommence preparing and filing reports
on Forms 10-D, 10-K, ABS-EE and 8-K as required pursuant
to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under this ARTICLE
XI shall recommence.


 


Section
11.09     Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such
Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2018, deliver to the
Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made
available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit GG (or such
other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of
such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary
servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and
status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with
respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional
Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such
statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit GG. Promptly after receipt of each
such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult
with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer
with which the Certifying Servicer


 






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has
entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s
or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
 apply to the Certifying Servicer
and each Additional Servicer that serviced a Mortgage Loan during the
applicable period, whether or not such Certifying Servicer
or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional
Servicer at the time such Officer’s Certificate is required to be
delivered. None of the Master Servicer, Special Servicer
or Additional Servicer shall be required to cause the delivery of any
such statement until April 15 in any given year so
long as it has received written confirmation from the Depositor (or, in
the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed
in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


 


In
the
 event the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of
the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an
Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such
 Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or
is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of
compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other
Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or
custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section
11.10     Annual Reports on Assessment of Compliance with Servicing Criteria.
(a)  On or before March 1st of each year, commencing in March 2018, the Master Servicer, the Special
Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee
(provided, however, that the Trustee shall be required to deliver an assessment of compliance only if an
Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor, the Certificate Administrator
and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with respect to each
Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate
Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function
Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the
Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating
Advisor),


 






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and
the 17g-5 Information Provider, a report substantially in the form of Exhibit HH
 or such other form provided by such
Reporting Servicer that complies in all material respects with the
requirements of Item 1122 of Regulation AB, on an
assessment of compliance with the Servicing Criteria applicable to it
that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with
the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria
 as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant
to Section 11.05, including, if there has been
any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special
Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit HH. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit Z
 hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each
such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to
the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing
Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator
shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit Z
 and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or any Servicing
Function Participant shall be required to cause the delivery of any such
 assessments until April 15th in any given year so
long as it has received written confirmation from the Depositor (or, in
the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed
in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit Z hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit Z
 is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 






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(c)          No
later
 than ten (10) Business Days after the end of each fiscal year for the
Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each
Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in
 each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator
 shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in
 each case by providing an updated Exhibit FF,
and each such notice (except to a Mortgage Loan Seller) will specify
what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function
Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor
submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the
 event the Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the
 Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by the Master Servicer or
Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its
reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated
under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this
 Section 11.10, coupled with an attestation as
required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)          The
Operating
 Advisor may at any time request from the Certificate Administrator
confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar
year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen
(15) days of such request.


 


(e)          Any
certificate,
 statement, report, assessment, attestation, notice and/or information
furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other
Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially
 services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11     Annual Independent Public Accountants’ Attestation Report. On or before
March 1st of each year, commencing in March 2018, the Master Servicer, the Special Servicer, the Trustee
(provided, however, that the Trustee shall not be required to deliver an


 






     -431-


     


    

 


assessment
of
 compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it), the Custodian,
the Operating Advisor and the Certificate Administrator, each at its own
 expense, shall cause (and each such party shall (i) with
respect to each Initial Sub-Servicer engaged by the Master Servicer,
Special Servicer, Trustee, Operating Advisor or Certificate
Administrator that is a Servicing Function Participant use commercially
reasonable efforts to cause such Servicing Function Participant
to cause and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function
Participant to cause) a registered public accounting firm (which
may also render other services to the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American
Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly
post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
 and the Depositor, the 17g-5
Information Provider and, prior to the occurrence and continuance of a
Consultation Termination Event, the Directing Certificateholder,
and, promptly, but not earlier than the second (2nd) Business
 Day following the delivery of such report to the 17g-5
Information Provider, to the Rating Agencies, to the effect that
(i) it has obtained a representation regarding certain matters
from the management of such Reporting Servicer, which includes an
assertion that such Reporting Servicer has complied with the
Relevant Servicing Criteria applicable to it and (ii) on the basis
of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the
PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria
 applicable to it was fairly stated in all material
respects. In the event that an overall opinion cannot be expressed, such
 registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related
accountant’s attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
 under the Securities Act and the Exchange Act. Such report
must be available for general use and not contain restricted use
language. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure
such report from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such
statement will be provided by the Certificate Administrator
in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after
 receipt of such report from the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant,
(i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee, the
 Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with
 which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of
 any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s,
 the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the
applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each
accountants’ attestation report submitted


 






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pursuant
to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10
 and notify
the Depositor of any exceptions. None of the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian or any Additional Servicer shall be
 required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long
 as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed with respect to the
Trust for the preceding fiscal year.


 


Any
notice,
 report, assessment of compliance, statement, certificate and/or
information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12     Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify
and hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out
of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this ARTICLE
XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the
Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such
party.


 


The
Master
 Servicer, the Special Servicer, the Trustee, the Operating Advisor and
the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, the
Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use
commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each
Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, in each case, indemnify and
hold harmless each Certification Party from and against any and all
claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees
 and expenses incurred by such Certification Party arising
out of (a) a breach of its obligations to provide any of the annual
 compliance statements or annual assessment of compliance
with the servicing criteria or attestation reports pursuant to the
applicable sub-servicing or primary servicing agreement,
(b) negligence,
bad faith or willful misconduct on its part in the performance of such
obligations, (c) any failure by it, as a Servicer
(as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery
of any Deficient Exchange Act Deliverable.


 


In
addition,
 each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and


 






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the
Trustee
 shall cooperate (and require each Servicing Function Participant and
Additional Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement) with the Depositor and each
Other Depositor as necessary for the Depositor or such Other
Depositor, as applicable, to conduct any reasonable due diligence
necessary to evaluate and assess any material instances of
non-compliance
disclosed in any of the deliverables required by the applicable
reporting requirements under the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable
(“Affected Reporting Party”), (y) regarding such Affected
Reporting Party, and (z) prepared by such Affected
Reporting Party or any registered public accounting firm, attorney or
other agent retained by such Affected Reporting Party to
prepare such information, which information is contained in a report
filed by the Depositor or any Other Depositor under the Reporting
Requirements and which comments are received subsequent to the
Depositor’s or any Other Depositor’s filing of such
report, the Depositor or any Other Depositor shall promptly provide to
such Affected Reporting Party any such comments which relate
to such Affected Reporting Party. Such Affected Reporting Party shall be
 responsible for timely preparing a written response to
the Commission or its staff for inclusion in the Depositor’s or any
Other Depositor’s response to the Commission or
its staff, unless such Affected Reporting Party elects, with the consent
 of the Depositor or any Other Depositor, as applicable
(which consent shall not be unreasonably denied, withheld or delayed),
to directly communicate with the Commission or its staff
and negotiate a response and/or resolution with the Commission or its
staff; provided, however, that if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer
shall receive copies of all material communications pursuant to this Section 11.12. If such election is made, the applicable
Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission or
its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep
the Depositor or any Other Depositor informed of its progress with the
Commission or its staff and copy the Depositor or any Other
Depositor on all correspondence with the Commission or its staff and
provide the Depositor or any Other Depositor with the opportunity
to participate (at the Depositor’s or any Other Depositor’s expense) in
any telephone conferences and meetings with
the Commission or its staff and (ii) the Depositor or any Other
Depositor shall cooperate with any Affected Reporting Party
in order to authorize such Affected Reporting Party and its
representatives to respond to and negotiate directly with the Commission
or its staff with respect to any comments from the Commission or its
staff relating to such Affected Reporting Party and to notify
the Commission or its staff of such authorization. The Depositor (or any
 Other Depositor) and the Affected Reporting Party shall
cooperate and coordinate with one another with respect to any requests
made to the Commission or its staff for extension of time
for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of
outside counsel to the Depositor or any Other Depositor,
as the case may be) in connection with the foregoing (other than those
costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments
to any


 






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reports
filed
 with the Commission or its staff related thereto shall be promptly paid
 by the applicable Affected Reporting Party upon
receipt of an itemized invoice from the Depositor or any Other
Depositor, as the case may be. Each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Custodian, the Certificate
Administrator and the Trustee shall (i) with respect
to any Initial Sub-Servicer engaged by it that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable
efforts to cause such party to, and (ii) with respect to each other
 Additional Servicer and each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to,
comply with the foregoing by inclusion of similar provisions in the
related sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the
Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as
is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in
connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, or 11.11
 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to
provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the
Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, the Special Servicer, Trustee
or Certificate Administrator that is a Servicing Function Participant or
 Additional Servicer, use commercially reasonable efforts
to cause such party to, and (ii) with respect to each other
Additional Servicer or Servicing Function Participant, in each
case, with which it has entered into a servicing relationship with
respect to the Mortgage Loans cause such party, in each case,
to agree to the foregoing indemnification and contribution obligations.
This Section 11.12 shall survive the termination
of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13     Amendments. This ARTICLE XI may be amended with the written consent of the
parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to
standards developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions
of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any
Serviced Companion Loan Securities, a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10
and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect
to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies


 






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that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this
ARTICLE XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14     Regulation AB Notices. Any notice, report or certificate required to be
delivered by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE
XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section
11.15     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu
Companion Loans. (a)  Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any
sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a
Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor
Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu
Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan
Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan
Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet the
requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of
Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be
reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material
related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to
the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering
of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred
by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material
misstatements or omissions in any such offering material to the extent that such material misstatement or omission was made
in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the
Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer
(where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the
Special Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this
Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by
this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications
and/or


 






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indemnification
agreement(s)
 (to the extent the cost thereof is paid by the related Mortgage Loan
Seller) with respect to such information that
are substantially similar to those delivered with respect to the
offering material for this securitization by the Master Servicer
or the Special Servicer, Trustee and Certificate Administrator, as the
case may be, or their respective counsel, in connection
with the information concerning such party in the offering material
related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information
provided by the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be, for
inclusion in the offering materials related to such Regulation
AB Companion Loan Securitization is substantially and materially similar
 to the information provided by such party with respect
to the offering materials related to this transaction, subject to any
required changes due to any amendments to Regulation AB
or any changes in the interpretation of Regulation AB or changes in
factual circumstances, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification
agreement executed by the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer in connection with the
Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in
 ARTICLE XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause
to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in
reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each
of
 the Trustee, the Certificate Administrator, the Master Servicer and the
 Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause
any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a)
such party has received notice of the occurrence of the
related Regulation AB Companion Loan Securitization, or (b) such party
is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan
Securitization closed prior to the Closing Date, as reflected on
Exhibit S), cooperate with the depositor, trustee, certificate
administrator, master servicer or special servicer for any
Regulation AB Companion Loan Securitization in preparing each Form 10-D,
 Form ABS-EE and Form 10-K required to be filed by such
Regulation AB Companion Loan Securitization (until January 30 of the
first year in which the trustee or other applicable party
for such Regulation AB Companion Loan Securitization files a
Form 15 Suspension Notification with respect to the related
trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth
in the Other Pooling and Servicing Agreement (so long as such time
period is no earlier than the time periods set forth herein)
for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may
be reasonably necessary for the depositor, trustee, certificate
administrator and master servicer of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of
Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and the Master Servicer
shall consult with any sub-servicer appointed by it with
respect to the related Serviced Whole Loan), and the Trustee, the
Certificate


 






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Administrator,
the
 Master Servicer and the Special Servicer shall cooperate with such
parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the
documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing,
reporting and attestation requirements imposed on such
party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of
 the Trustee, the Certificate Administrator, the Master Servicer and the
 Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause
any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a)
such party has received notice of the occurrence of the
related Regulation AB Companion Loan Securitization, or (b) such party
is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan
Securitization closed prior to the Closing Date, as reflected on
Exhibit S), provide the depositor, trustee or certificate
administrator, as applicable, under a Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the
trustee or certificate administrator, as applicable, for
such Regulation AB Companion Loan Securitization files a Form 15
Suspension Notification with respect to the related trust)
information with respect to any event that is required to be disclosed
under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of
which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation
requirements imposed on such party in ARTICLE XI of
this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On
or
 before March 1st of each year commencing in March 2018 during
which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in
 which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a
Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall, and
the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided
 that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan
Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB
Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), provide, with respect to
itself, to the depositor, trustee or certificate administrator,
as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation
AB,


 






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(i) a
report
 on an assessment of compliance with the servicing criteria to the
extent required pursuant to Item 1122(a) of Regulation
AB, (ii) a registered accounting firm’s attestation report on such
Person’s assessment of compliance with the
applicable servicing criteria to the extent required pursuant to Item
1122(b) of Regulation AB and (iii) such other information
as may be required pursuant to Item 1122(c) of Regulation AB.
Notwithstanding the foregoing, to the extent the Master Servicer
or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements
imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          On
or
 before March 1st of each year commencing in March 2018 during
which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in
 which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a
Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall, and
the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to
the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the depositor, trustee and
certificate administrator under such Regulation AB Companion
Loan Securitization (provided that (a) such party has received
notice of the occurrence of the related Regulation AB Companion
Loan Securitization, or (b) such party is also a party to the related
Other Pooling and Servicing Agreement, or (c) the applicable
Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), under such Regulation
AB Companion Loan Securitization a servicer compliance statement signed
by an authorized officer of such Person that satisfies
the requirements of Item 1123 of Regulation AB. Notwithstanding the
foregoing, to the extent the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be,
complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)          Each
of
 the Trustee, the Certificate Administrator, the Master Servicer and the
 Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally
but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the
related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a
 Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage
Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the
Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 






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Any
subservicing
 agreement related to a Serviced Securitized Companion Loan shall
contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as
applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan
comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer
pursuant to this Section 11.15, even if such Sub-Servicer
is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation
AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may
be, no later than two (2) Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may
be, is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect
 to any Mortgaged Property that secures a Serviced Companion Loan that
the applicable Other Depositor has notified the
Master Servicer and the Special Servicer in writing is a “significant
obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant
Distribution Date) with respect to an Other Securitization
that includes such Serviced Companion Loan, to the extent that the
Master Servicer or the Special Servicer, as the case may be,
is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than
the fourth (4th) calendar quarter of any calendar year) from the
Mortgagor, beginning with the first calendar quarter in which
such notice from the Other Depositor was received, or the updated
financial statements of such “significant obligor"
for any calendar year, beginning for the calendar year in which such
notice from the Other Depositor was received, as applicable,
the Master Servicer or the Special Servicer, as the case may be, shall
deliver to the Other Depositor, on or prior to the day
that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business
Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, (A) if such financial statement receipt
occurs twelve (12) or more Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or seventeen (17)
or more Business Days prior to the related Significant Obligor NOI
Yearly Filing Deadline, as applicable, the financial statements
of such “significant obligor”, together with the net operating income of
 such “significant obligor” for
the applicable period as calculated by the Master Servicer (or by the
Special Servicer and provided to the Master Servicer solely
in the case of any related Specially Serviced Loan or Serviced REO
Property) in accordance with CREFC® guidelines
and (B) if such financial statement receipt occurs less than twelve (12)
 Business Day prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than seventeen (17) Business Days
prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income
of such “significant obligor” for the applicable period as reported by
the related Mortgagor in such financial statements
(or by the Special Servicer and provided to the Master Servicer solely
in the case of any related Specially Serviced Loan or Serviced
REO Property).


 


If
the
 Master Servicer or the Special Servicer, as the case may be, does not
receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of
Form 10-K, as the case may be, of such “significant obligor”
within ten (10) Business Days after the date such financial information
is required to be delivered under the related Mortgage
Loan documents, the Master Servicer or the Special Servicer, as the case
 may be, shall notify the Other Depositor with respect
to such Other Securitization that includes the


 






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related
Serviced
 Companion Loan (and shall cause each applicable Sub-Servicing Agreement
 entered into after receipt of written notice
from the Other Depositor that such Serviced Companion Loan is a
significant obligor to require the related Sub-Servicer to notify
such Other Depositor) that it has not received such financial
information. The Master Servicer (in the case of Non-Specially Serviced
Loans) or the Special Servicer (in the case of Specially Serviced Loans)
 shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of
such Other Depositor under the Exchange Act) to obtain
the periodic financial statements required to be delivered by the
related Mortgagor under the related Mortgage Loan documents.


 


The
Master
 Servicer (with respect to Non-Specially Serviced Loans) and the Special
 Servicer (with respect to Specially Serviced Loans)
shall (and shall cause each applicable Sub-Servicing Agreement entered
into after receipt of written notice from the Other Depositor
that such Serviced Companion Loan is a significant obligor to require
the related Sub-Servicer to) retain written evidence of
each instance in which it (or a Sub-Servicer) attempts to contact the
related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance
with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5)
Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed with respect to the
Other Securitization, shall forward an Officer’s Certificate
evidencing its attempts to obtain this information to the Other Exchange
 Act Reporting Party and Other Depositor related to such
Other Securitization; provided, however, the Special
Servicer shall provide such Officer’s Certificate to
the Master Servicer and the Master Servicer shall forward such Officer’s
 Certificate to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This
Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related
 Other Pooling and Servicing Agreement.


 


(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16     Certain Matters Regarding Significant Obligors. As of the Closing Date, with
respect to the Trust, there is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB
(“Significant Obligor”).


 


Section
11.17     Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor
the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition
thereof prior to the expiration of the grace period applicable to such party’s obligations
under this ARTICLE XI as provided for in such clause (iii) nor shall any such party be deemed to not be in
compliance under this Agreement, during any grace period provided for in this ARTICLE XI; provided that if any such
party fails to comply with the delivery requirements of this ARTICLE XI
 by the expiration of any applicable grace period
such failure shall constitute a Servicer Termination Event. Neither the
Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
grace period applicable to such party’s 


 






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obligations under this ARTICLE XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this ARTICLE XI by the time required hereunder with respect to any reporting
period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End
of Article XI]


 


ARTICLE
XII



the asset representations reviewer


 


Section
12.01     Asset Review.


 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate
 Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset
Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders
and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this ARTICLE XII
 shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by
mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of
Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator
shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following
statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage
Loans identified below are sixty (60) or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing
Agreement has occurred.”. On each Distribution Date
occurring after providing such notice to Certificateholders, the
Certificate Administrator, based on information provided to it
by the Master Servicer or the Special Servicer, as the case may be,
shall determine whether (1) any additional Mortgage Loan
has become a Delinquent Loan, (2) any Mortgage Loan has ceased to
be a Delinquent Loan and (3) whether an Asset Review
Trigger has ceased to exist, and, if there is an occurrence of any of
the events or circumstances identified in clauses (1),
(2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit RR
within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates
deliver to the Certificate Administrator, within ninety (90) days after the filing of the Form 10-D reporting the occurrence of
an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”),
then the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the
Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset
Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a


 






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majority
of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within one hundred fifty (150) days of
receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the
Directing Certificateholder, the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review
Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure
Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit QQ
(which shall be sent via email to
trustadministrationgroup@wellsfargo.com or submitted electronically via
the Certificate
Administrator’s Website). Upon receipt of such certification, the
Certificate Administrator shall promptly (and in any case
within two (2) Business Days after such receipt) grant the Asset
Representations Reviewer access to the Secure Data Room. In the
event an Affirmative Asset Review Vote has not occurred within such one
hundred fifty (150) day period following the receipt of
the Asset Review Vote Election, no Certificateholder may request a vote
or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Loan unless and
until (A) an additional Mortgage Loan has become a
Delinquent Loan after the expiration of such one hundred fifty (150) day
 period, (B) a new Asset Review Trigger has occurred
as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received any
Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within one
hundred fifty (150) days after the Asset Review Vote Election
described in clause (C) in this sentence. After the
occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset
Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by
the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled
to administer any vote in connection with the foregoing through an
agent.


 


(b)          (i)  Upon
receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all Mortgage
Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer
(with respect to clause (6) below for Specially Serviced
Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business
 Days, provide the following materials in electronic format
to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate
Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement, the “Review Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with


 






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evidence
of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to clause (1) or clause (2) above;


 


(4)          a
copy
 of all filed copies (bearing evidence of filing) or evidence of filing
of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)          any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)          In
addition,
 in the event that, as part of an Asset Review of a Mortgage Loan, the
Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials
 for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations
Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master
Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as
applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be,
promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver
 to the Asset Representations Reviewer such missing document(s)
to the extent in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05
 of this Agreement.
In the event any missing documents are not provided by the Master
Servicer or the Special Servicer, as the case may be, within
such ten (10) Business Day period, the Asset Representations Reviewer
shall request such documents from the related Mortgage Loan
Seller; provided that the Mortgage Loan Seller is required under
the related Mortgage Loan Purchase Agreement to deliver
such missing document only to the extent such document is in the
possession of such party but in any event excluding any documents
that contain information that is proprietary to the related originator
or Mortgage Loan Seller or any draft documents or privileged
or internal communications.


 


(iii)          The Asset Representations Reviewer
may, but is under no obligation to, consider and rely upon information furnished to it by a Person that is not a party to this


 






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Agreement
or
 the applicable Mortgage Loan Seller, and shall do so only if such
information can be independently verified (without unreasonable
effort or expense to the Asset Representations Reviewer) and is
determined by the Asset Representations Reviewer in its good faith
and sole discretion to be relevant to the Asset Review conducted
pursuant to this Section 12.01 (any such information,
“Unsolicited Information”).


 


(iv)          Upon
receipt
 by the Asset Representations Reviewer of the Asset Review Notice and
access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor,
shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent
Loan (such review, the “Asset Review“).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit PP
(each such procedure, a “Test”); provided, however,
 that the Asset Representations Reviewer
may, but is under no obligation to, modify any Test and/or associated
Review Materials if, and only to the extent, the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that it is
necessary to modify such Test and/or such associated Review
Materials in order to facilitate its Asset Review in accordance with the
 Asset Review Standard. Once an Asset Review of a Mortgage
Loan is completed, no further Asset Review shall be required in respect
of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent Loan or again
become a Delinquent Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained
subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder
 shall have the right to change the scope of the Asset Review, and the
Asset Representations Reviewer shall not
be required to review any information other than (1) the Review
Materials and (2) if applicable, Unsolicited Information.


 


(vi)          The
Asset
 Representations Reviewer may, absent manifest error and subject to the
Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate
and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)          The
Asset
 Representations Reviewer shall prepare a preliminary report with
respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided. In
the event that the Asset Representations Reviewer determines
that the Review Materials are insufficient to complete a Test and such
missing documentation is not delivered to the Asset Representations
Reviewer by the related Mortgage Loan Seller, the Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans) to the extent in the
 Master Servicer’s or the Special Servicer’s
possession within ten (10) Business Days following the request by the
Asset Representations Reviewer to the Master Servicer, the
Special Servicer or the related Mortgage Loan Seller, as the case


 






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may
be, as described in Section 12.01(b)(ii), the Asset
Representations Reviewer shall list such missing documents in such
preliminary report setting forth the preliminary results of the
application of the Tests and the reasons why such missing documents
are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such documents
will be deemed to be a failure of such Test. The Asset Representations
Reviewer shall provide such preliminary report to the Master
Servicer (only with respect to Non-Specially Serviced Loans), the
Special Servicer (with respect to Specially Serviced Loans)
and the related Mortgage Loan Seller. If the preliminary report
indicates that any of the representations and warranties fails
or is deemed to fail any Test, the related Mortgage Loan Seller shall
have ninety (90) days (the “Cure/Contest Period“)
to remedy or otherwise refute the failure. Any documents or explanations
 to support the related Mortgage Loan Seller’s claim
that the representation and warranty has not failed a Test or that any
missing information or documents in the Review Materials
are not required to complete a Test shall be sent by such Mortgage Loan
Seller to the Asset Representations Reviewer. For avoidance
of doubt, the Asset Representations Reviewer shall not be required to
prepare a preliminary report in the event the Asset Representations
Reviewer determines that there is no Test failure with respect to the
related Mortgage Loan.


 


(viii)          The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan, the Directing Certificateholder and
(ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate
Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an
additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset
Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the
characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations
Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller (or, in the case
of Ladder Capital Finance LLC, against Ladder Capital Finance Holdings
LLLP, Series REIT of Ladder Capital Finance Holdings LLLP
and Series TRS of Ladder Capital Finance Holdings LLLP in respect of
their respective payment guaranties), which, in each case,
shall be a responsibility of the applicable Enforcing Servicer pursuant
to Section 2.03(k) of this Agreement.


 


(ix)          In
addition,
 in the event that the Asset Representations Reviewer does not receive
any documentation that it requested from the Master
Servicer (with respect to


 






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Non-Specially
Serviced
 Loans), the Special Servicer (with respect to Specially Serviced Loans)
 or the related Mortgage Loan Seller in sufficient
time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations
Reviewer shall prepare the Asset Review Report solely based on the
documentation received by the Asset Representations Reviewer
with respect to the related Delinquent Loan, and the Asset
Representations Reviewer shall have no responsibility to independently
obtain any such documentation from any party to this Agreement or
otherwise.


 


(x)          Within
thirty
 (30) days after receipt of an Asset Review Report with respect to any
Mortgage Loan, the Special Servicer shall determine,
based on the Servicing Standard, there exists a Material Defect with
respect to such Mortgage Loan. If the Special Servicer determines
that a Material Defect exists, the Special Servicer shall enforce the
obligations of the applicable Mortgage Loan Seller with
respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The
Asset
 Representations Reviewer and its affiliates shall keep confidential any
 information appropriately labeled as "Privileged
Information” received from any party to this Agreement or any Sponsor
(including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged
Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an
Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is
Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives
Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person
without the prior written consent of the Special Servicer other than
pursuant to a Privileged Information Exception.


 


(d)          The
Asset
 Representations Reviewer may delegate its duties to agents or
subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of
 this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing
Certificateholder or any of their respective Affiliates or
(ii) have
been paid any fees, compensation or other remuneration by an
Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing
Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan
prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and
primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution
of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of
indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions
 as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer
 shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset
Representations Reviewer by such


 






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agent
or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section
12.02     Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00030% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          As
compensation
 for the performance of its duties hereunder, with respect to an
individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review, upon
 the completion of any Asset Review with respect to an
individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to, in the case of a Delinquent
Loan, the sum of: (i) $15,000 plus $1,000 per additional Mortgaged
Property with respect to a Delinquent Loan with a Cut-off
Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per
additional Mortgaged Property with respect to a Delinquent Loan
with a Cut-off Date Balance greater than or equal to $20,000,000, but
less than $40,000,000 or (iii) $25,000 plus $1,000 per additional
Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date
 Balance greater than or equal to $40,000,000 (any such
fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review
Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that
if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by
the Asset Representations Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer
of a certification to the Master Servicer that the requirements for payment set forth in this Section 12.02(b) have been
met. The Asset Representations Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and
otherwise met the requirements for payment set forth in this Section 12.02(b),
 including receipt of evidence of such insolvency
or failure to pay such amount. A Mortgage Loan Seller shall be deemed to
 have failed to pay such amount hereunder ninety (90)
days after delivery by the Asset Representations Reviewer of an itemized
 invoice to such Mortgage Loan Seller by registered mail
or overnight courier to the address listed in this Agreement for such
Mortgage Loan Seller, or to such other address as shall
be provided by such Mortgage Loan Seller for delivery of notices in
accordance with this Agreement, or ninety (90) days following
attempted delivery of such invoice by registered mail or overnight
courier and reasonable follow -up by telephone or e-mail.
Notwithstanding
any payment of such fee by the Trust to the Asset Representations
Reviewer, such fee will remain an obligation of the related
Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies
against such Mortgage Loan Seller to recover any such amounts
to the extent paid by the Trust.


 






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(c)          Notwithstanding
the
 foregoing, the Asset Representations Reviewer Asset Review Fee with
respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed
 Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received
shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03     Resignation of the Asset Representations Reviewer.    The
 Asset Representations Reviewer may at any time resign and be discharged
 from its obligations hereunder by giving written notice
thereof to the other parties to this Agreement and each Rating Agency.
Upon such notice of resignation, the Depositor shall promptly
appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations
reviewer shall have been so appointed and have accepted appointment
within thirty (30) days after the giving of such notice of
resignation, the resigning Asset Representations Reviewer may petition
any court of competent jurisdiction for the appointment
of a successor asset representations reviewer that is an Eligible Asset
Representations Reviewer. The Asset Representations Reviewer
will bear all reasonable costs and expenses of each party hereto and
each Rating Agency in connection with its resignation.


 


Section
12.04     Restrictions of the Asset Representations Reviewer.    Neither the Asset Representations
Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
 that
such prohibition shall not apply to (i) riskless principal
transactions effected by a broker dealer Affiliate of the Asset
Representations Reviewer or (ii) investments by an Affiliate of the
 Asset Representations Reviewer if the Asset Representations
Reviewer and such Affiliate maintain policies and procedures that
(A) segregate personnel involved in the activities of the
Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and
(B) prevent such Affiliate and its personnel from gaining access to
 information regarding the Trust and the Asset Representations
Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section
12.05     Termination of the Asset Representations Reviewer.


 


(a)          An
“Asset Representations Reviewer Termination Event” means any one
of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)          any
failure
 by the Asset Representations Reviewer to observe or perform in any
material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under
 this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice
of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or
to the Asset Representations Reviewer and


 






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the Trustee
by the Holders of Certificates having greater than 25% of the Voting Rights, provided that any such failure that is not curable
within such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days
to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided
the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and
is continuing to pursue, such cure;


 


(ii)          any
failure
 by the Asset Representations Reviewer to perform its obligations
hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a
period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the
Asset Representations Reviewer by any party to this Agreement;


 


(iii)         any
failure
 by the Asset Representations Reviewer to be an Eligible Asset
Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such
failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)          the
Asset
 Representations Reviewer shall consent to the appointment of a
conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to
all or substantially all of its property; or


 


(vi)         the
Asset
 Representations Reviewer shall admit in writing its inability to pay
its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt
 by the Certificate Administrator of written notice of the occurrence of
 any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written
notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the
notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written
notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer
Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall
not have been remedied, either the Trustee (i) may
or (ii) upon the written direction of Holders of


 






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Certificates
 evidencing not less than 25% of the Voting Rights (without
regard to the application of any Cumulative Appraisal Reduction
Amounts), shall, terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement, other than
rights and obligations accrued prior to such termination (including
the right to receive all amounts accrued and owing to it under this
Agreement) and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing
 to the Asset Representations Reviewer. The Asset Representations
Reviewer is required to bear all reasonable costs and expenses of itself
 and of each other party to this Agreement in connection
with its termination due to an Asset Representations Reviewer
Termination Event. Notwithstanding anything herein to the contrary,
the Depositor and each Mortgage Loan Seller shall have the right, but
not the obligation, to notify the Certificate Administrator
and the Trustee of any Asset Representations Reviewer Termination Event
of which it becomes aware.


 


(b)          Upon
(i) the
 written direction of Holders of Certificates evidencing not less than
25% of the Voting Rights (without regard to
the application of any Cumulative Appraisal Reduction Amounts)
requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that
is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees
and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate
Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by
(i) posting such notice on its internet website, and
(ii) mailing
such notice to all Certificateholders at their addresses appearing in
the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates
evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction
Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than
any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of
 events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the
proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the
Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset
Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of a Certificateholder Quorum
(without regard to the application of any Cumulative Appraisal
Reduction Amounts) elect to remove the Asset Representations Reviewer
without cause and appoint a successor, the successor asset
representations reviewer will be responsible for all expenses necessary
to effect the transfer of responsibilities from its predecessor.


 


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated
and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and
do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As
soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns
pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations


 






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Reviewer.
 The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master
Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Directing Certificateholder and each
Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05.
 Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset
representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall
be permitted to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset
representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset
representations reviewer and such failure is not a result of the
Trustee’s negligence, bad faith or willful misconduct in the performance
 of its obligations hereunder.


 


(d)          Upon
any
 termination of the Asset Representations Reviewer and appointment of a
successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the
Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice
thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency, and, prior
 to the occurrence and continuance of a Consultation Termination
Event and the Directing Certificateholder. In the event that the Asset
Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any
rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and
owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01     Amendment.  (a)   This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders or the Companion Holders:


 


(i)     
     to correct any defect or ambiguity in this Agreement in order to address any manifest error in
any provision of this Agreement;


 


(ii)          to
cause
 the provisions in this Agreement to conform or be consistent with or in
 furtherance of the statements made in the Prospectus
(or in an offering document for


 






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any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later
than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material
 respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced
in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)         to
modify,
 eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any
tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action
 is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the
avoidance of doubt, any Holder of an RR Interest) or Companion
Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a
federal
tax caused by a Transfer to a Person that is a Disqualified Organization
 or a Disqualified Non-U.S. Tax Person;


 


(vi)         to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material
respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder
of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will
 not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 






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(vii)        to
amend
 or supplement any provision hereof to the extent necessary to maintain
the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided
 that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be
considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to
such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 (with
 respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with
respect to the Mortgage Loans other than any Excluded Loan as
to the Directing Certificateholder or the Holder of the majority of the
Controlling Class, the Directing Certificateholder, determine
that the commercial mortgage backed securities industry standard for
such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of
 the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25);


 


(ix)          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the
avoidance of doubt, any Holder of an RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such
notice to the Certificate Administrator’s Website;


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 






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(xi)          to
modify,
 eliminate or add to any of its provisions in the event the Risk
Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are
amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable,
 to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the
 foregoing, no such amendment (A) may change in any manner any
defined term used in any Mortgage Loan Purchase Agreement
or the obligations or rights of any Mortgage Loan Seller under any
Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller or
(B) may change any provision specifically required to be included
herein by any related Intercreditor Agreement or otherwise
materially and adversely affect the holder of a Companion Loan without
such Companion Holder’s consent.


 


(b)          This
Agreement
 may also be amended from time to time by the parties hereto with the
consent of the Holders of Certificates of each
Class affected by such amendment (including, for the avoidance of doubt,
 any Holder of an RR Interest) evidencing in the aggregate
not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of
the Holders of Certificates of such Class; provided, however, that no such amendment shall:


 


(i)       
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the
 aforesaid percentage of Certificates of any Class the Holders of which
are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such
case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable;
 or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)    
    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced


 






     -455-


     


    

 


Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          Notwithstanding
the
 foregoing, none of the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall
consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such
amendment is permitted hereunder and that such amendment
or the exercise of any power granted to the Master Servicer, the Special
 Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer
 or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to
qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to this Agreement may be made that
changes any provision specifically required to be included
in this Agreement by an Intercreditor Agreement related to a Companion
Loan without, in each case, the consent of the holder of
the related Companion Loan(s).


 


(d)          No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall
furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each
Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, each Other Certificate
Administrator, the Master Servicer, the Special Servicer, the
Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01
 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall
 approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c)
 and the cost of
any amendment entered into hereunder shall be borne by the Person
seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel


 






     -456-


     


    

 


required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 


(h)          The
Servicing
 Standard shall not be amended unless each Rating Agency provides Rating
 Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating
agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current
ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)          To
the
 extent the Operating Advisor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as
provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)          Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of
 the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other
Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to
 any of the Mortgage Loans.


 


(k)          This
Agreement
 may not be amended without the consent of any holder of a Companion
Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


Section
13.02     Recordation of Agreement; Counterparts.  (a)  To
 the extent permitted
by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of
the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Certificate Administrator
at the expense of the Depositor on direction by the Special Servicer and
 with the consent of the Depositor (which may not be unreasonably
withheld), but only upon direction accompanied by an Opinion of Counsel
(the cost of which shall be paid by the Depositor) to
the effect that such recordation materially and beneficially affects the
 interests of the Certificateholders.


 


(b)          For
the
 purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery
of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission
 shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 






     -457-


     


    

 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03     Limitation on Rights of Certificateholders.  (a)  The
 death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.


 


(b)          No
Certificateholder
 shall have any right to vote (except as expressly provided for herein)
or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties
 hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any
liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder
 shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any
 Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or
proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate
Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such
suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to
be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such
indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder
 or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered
to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred
therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder
and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision
 of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise
provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein
provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the
provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 






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Section
13.04     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.   THIS
AGREEMENT
 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO
THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF
LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF
 THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
 OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A
FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY
THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES
 HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05     Notices.   (a)  Any
communications
 provided for or permitted hereunder shall be in writing and, unless
otherwise expressly provided herein, shall
be deemed to have been duly given if personally delivered at or
couriered, sent by facsimile transmission (other than with respect
to the Mortgage Loan Sellers) or mailed by registered mail, postage
prepaid (except for notices to the Mortgage Loan Sellers,
the Master Servicer the Certificate Administrator and the Trustee which
shall be deemed to have been duly given only when received),
to:


 


In
the case of the Depositor:



UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: Nicholas Galeone

Email: nicholas.galeone@ubs.com


 






     -459-


     


    

 


with
a copy to:



UBS AG

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


and
a copy to:



Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York

Attention: Frank Polverino, Esq.

Facsimile: (212) 504-6666


 


In
the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C4 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


In
the case of the Special Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 






     -460-


     


    

 


with
copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In
the case of the Directing Certificateholder:



RREF III-D U 2017-C4, LLC

c/o Rialto Capital Management LLC


600
Madison Avenue, 12th Floor


New
York, New York 10022


Attention:
Josh Cromer


Fax
number: (212) 751-4646


with
a copy to:



RREF III-D U 2017-C4, LLC

c/o Rialto Capital Management LLC


600
Madison Avenue, 12th Floor


New
York, New York 10022


Attention:
Joseph Bachkosky


Fax
number: (212) 751-4646


 


In
the case of the Risk Retention Consultation Party:


 


Rialto
Mortgage Finance, LLC


600
Madison Avenue, 12th Floor


New
York, New York 10022


Attention:
Kenneth M. Gorsuch, Managing Director


Facsimile
No.: (212) 415-4841


 


with
a copy to:


 


Rialto
Mortgage Finance, LLC


c/o
Rialto Capital


730
NW 107 Avenue, Suite 400


Miami,
Florida 33172


Attention:
Liat Heller, General Counsel





Facsimile
No.: (305) 229-6425


 






     -461-


     


    

 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee UBS 2017-C4


 


with
a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: UBS 2017-C4


 


with
a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of the Certificate Registrar:



Wells Fargo Center

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services: UBS 2017-C4


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: UBS 2017-C4

Email: cmbscustody@wellsfargo.com


 


If
to the Fairmount at Brewerytown Special Servicer, to:



AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE

Cedar Rapids, IA 52499-5554

Attention: Greg Dryden, Senior Vice President, Special Servicing

Facsimile: (319) 355-8030


 






     -462-


     


    

 


In
the case of the Mortgage Loan Sellers:


 


		1.	UBS
                                         AG, by and through its branch office at 1285 Avenue of the 

Americas, New York, New York

                                         1285 Avenue of the Americas

                                         New York, New York 10019

                                         Attention: David Schell



 


with
a copy to:



UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung and Office of General Counsel


 


and
a copy to:



UBS AG

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


		2.	Société
                                         Générale

                                         245 Park Avenue

                                         New York, New York 10167

                                         Attention: Jim Barnard

                                         E:mail: jim.barnard@sgcib.com



 


with
a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: laura.schisgall@sgcib.com


 


		3.	Ladder
                                         Capital Finance LLC

                                         345 Park Avenue, 8th Floor

                                         New York, New York 10154

                                         Attention: Pamela McCormack

                                         Telephone number: (212) 715-3174



 


with
electronic copies to:



Pamela McCormack (pamela.mccormack@laddercapital.com)

Robert Perelman (robert.perelman@laddercapital.com)

David Traitel (david.traitel@laddercapital.com)


 






     -463-


     


    

 


		4.	Natixis
                                         Real Estate Capital LLC

                                         1251 Avenue of the Americas

                                         New York, New York 10020

                                         Attention: Real Estate Administration

                                         Facsimile No.: (212) 891-5777

                                         E-mail: USCIBGlobalFinanceAssetManagementTeam@us.natixis.com;



 


for
all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@us.natixis.com (for all legal notices)


 


		5.	Rialto
                                         Mortgage Finance, LLC

                                         600 Madison Avenue, 12th Floor

                                         New York, New York 10022

                                         Attention: Kenneth M. Gorsuch,
                                         Managing Director



 


		6.	CIBC
                                         Inc.

                                         c/o Canadian Imperial Bank of
                                         Commerce

                                         425 Lexington Avenue, 4th Floor

                                         New York, New York 10017

                                         Attention: Todd Roth, Managing
                                         Director

                                         Facsimile: (212) 667-6236



 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2017-C4 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with
UBS 2017-C4 in the subject line


 


with
a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 






     -464-


     


    

 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Holder:



The address set forth in the related Intercreditor Agreement.


 


To
each
 such Person, such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be
deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c)
 to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or
 the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information
regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such
information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further,
that the 17g-5 Information Provider shall not disclose which
Rating Agency has requested such information. Notwithstanding the
foregoing, the failure to deliver such notices or copies shall
not constitute a Servicer Termination Event, as the case may be, under
this Agreement. Any confirmation of the rating by the Rating
Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 






     -465-


     


    

 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Section
13.06     Severability of Provisions.   If
 any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders
thereof.


 


Section
13.07     Grant of a Security Interest.   The
 Depositor intends that the conveyance
of the Conveyed Property shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a
pledge of security for a loan, however, the Depositor intends that the
rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor
also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor’s
entire right, title and interest in, to and under the Conveyed Property
and all proceeds thereof, in each case, whether now owned
or existing or hereafter acquired or arising, and (ii) this
Agreement shall constitute a security agreement under applicable
law. The Depositor shall file or cause to be filed, as a precautionary
filing, a UCC Financing Statement in all appropriate locations
in the State of Delaware promptly following the initial issuance of the
Certificates, and the Certificate Administrator shall,
at the expense of the Depositor (to the extent reasonable), prepare and
file continuation statements with respect thereto, in
each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor
shall cooperate in a reasonable manner with the Certificate
Administrator in the preparation and filing of such continuation
statement.
This Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements
of the applicable UCC.


 


Section
13.08     Successors and Assigns; Third Party Beneficiaries.   (a)  The
provisions
 of this Agreement shall be binding upon and inure to the benefit of the
 respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders. Each Mortgage Loan Seller (and its respective
agents), each Companion Holder (and its respective agents), each
Underwriter, each depositor of a Regulation AB Companion Loan
Securitization, each Other Exchange Act Reporting Party (with respect to
 its rights under ARTICLE XI of this Agreement)
and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded
it hereunder.






     -466-


     


    

 


No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right,
remedy or claim under this Agreement.


 


(b)          Each
Serviced
 Companion Noteholder shall be a third-party beneficiary to this
Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a
third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or
indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to
such Other Servicer or Other Trustee.


 


(c)          Each
of
 the applicable Non-Serviced Trustee, Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced
Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein
and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)          Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09     Article and Section Headings.   The article and section headings herein are
for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10     Notices to the Rating Agencies.   (a)  The Certificate Administrator
shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced
Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which
it has actual knowledge:


 


(i)          any
material change or amendment to this Agreement;


 


(ii)          the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          the
resignation
 or termination of the Certificate Administrator, the Master Servicer,
the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)          the
repurchase
 or substitution of Mortgage Loans by the related Mortgage Loan Seller
pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)          The
Master
 Servicer shall use reasonable efforts to promptly provide notice to the
 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)      
    the resignation or removal of the Trustee or the Certificate Administrator;


 






     -467-


     


    

 


(ii)          any
change in the location of the Collection Account;


 


(iii)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any
additional
 lease to an anchor tenant or termination of any existing lease to an
anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than
the lesser of (1) an amount greater than 5% of the
then-aggregate outstanding principal balances of the Mortgage Loans and
(2) $35,000,000;


 


(vi)         any
material damage to any Mortgaged Property;


 


(vii)        any
assumption with respect to a Mortgage Loan; and


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
 and thereafter
to each Rating Agency (and any rating agency for any class of Serviced
Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any
Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate
Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without
waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents.
 The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any
reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in
 this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any
 of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information
Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5
Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or
document has been posted. The Master Servicer or the Special
Servicer, as the case may be, may, but shall not be obligated to, send
such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document
(i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on
 any Business Day, to the 17g-5 Information Provider.


 






     -468-


     


    

 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






     -469-


     


    

 


IN
WITNESS
 WHEREOF, the parties hereto have caused their names to be signed hereto
 by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.





	 	 
	 	UBS COMMERCIAL MORTGAGE SECURITIZATION
    CORP.,
	 	Depositor
	 	 	 
	 	By:	/s/
    Nicholas Galeone 
	 	 	Name:
    Nicholas Galeone
	 	 	Title:
    Executive Director
	 	 	 
	 	By:	/s/
    David Schell 
	 	 	Name: David Schell
	 	 	Title: Executive Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	Master Servicer
	 	 	 
	 	By:	/s/
    Amanda Perkins 
	 	 	Name: Amanda Perkins
	 	 	Title:
    Vice President
	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC,
	 	Special Servicer
	 	 	 
	 	By:	/s/
    Cheryl Baizan 
	 	 	Name: Cheryl Baizan
	 	 	Title:
    Chief Financial Officer




 






     


     


    

 





	 	AEGON USA REALTY ADVISORS, LLC,
	 	as Fairmount at Brewerytown Special
    Servicer
	 	 	 
	 	By:	/s/
    David C. Feltman 
	 	 	Name: David C. Feltman
	 	 	Title:
    Executive Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity,
    but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross 
	 	 	Name: Stacey Gross
	 	 	Title:
    Vice President
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	not in its individual capacity,
    but solely as Trustee
	 	 	 
	 	By:	 /s/
    Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title:
    Assistant Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	Operating Advisor and Asset Representations
    Reviewer
	 	 	 
	 	By:	/s/
    James Callahan 
	 	 	Name: James Callahan
	 	 	Title:
    Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC







 










     


     


    



 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


On the   17th  
day of October, 2017, before me, a notary public in and for said State, personally appeared    Nicholas Galeone
& David Schell    known to me to be the    Executive Directors   
 of
UBS Commercial Mortgage Securitization Corp., that executed the within
instrument, and also known to me to be the person who executed
it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/ Xin Liang Zhu
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	XIN LIANG ZHU	 	 
	Notary
    Public, State of New York	 	 
	No. 02ZH6286321	 	 
	Qualified in Kings County	 	 
	Commission Expires July 22, 2021	 	 
	 	 	 


 


 


UBS 2017-C4- Pooling and Servicing
Agreement



     


     


    




	STATE OF NORTH CAROLINA	)	 
	 	):	ss.
	COUNTY OF MECKLENBURG 	)	 


 


On this 10 day
of October, 2017, personally appeared before me Amanda Perkins, to me known (or proved to me on the basis of satisfactory
evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


	 	 	/s/ Erica L Smith 
	 	 	Notary:
	 	 	Name:
	 	 	 
	My Commission expires:	 	 
	 	 	ERICA L SMITH 
	 	 	MECKLENBURG COUNTY, NC
	 	 	My Commission Expires 07-20-2022
	 	 	NOTARY PUBLIC
	 	 	 


 


 


UBS 2017-C4- Pooling and Servicing
Agreement



     


     


    




	STATE OF Florida 	)	 
	 	)	ss.:
	COUNTY OF Miami-Dade 	)	 


 


On the   11  
day of October, 2017, before me, a notary public in and for said State, personally appeared    Cheryl
Baizan     known to me to be a    CFO    of Rialto Capital Advisors, LLC,
that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability
company, and acknowledged to me that such Cheryl Baizan executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Maria C. Gonzalez 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	MARIA C. GONZALEZ 
	My commission expires:	 	Commission # FF 944216
	 	 	Expires August 24, 2019
	 	 	Bonded Thru Troy Fain Insurance 800-385-7019
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


 


UBS 2017-C4- Pooling and Servicing
Agreement



     


     


    

 


	STATE OF FLORIDA 	)	 
	 	)	ss.:
	COUNTY OF PINELLAS	)	 


 


On the   10  
day of October, 2017, before me, a notary public in and for said State, personally appeared    David
C. Feltman    known to me to be a    Executive Vice President    of AEGON
USA RealtyAdvisors, LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of
such limited liability company, and acknowledged to me that such   limited liability company   executed
the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Lon Fong Martin
	LON FONG MARTIN	 	Notary Public
	NOTARY PUBLIC	 	 
	STATE OF FLORIDA	 	 
	Comm# GG116295	 	 
	Expires 6/19/2021	 	 
	 	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	6/19/2021	 	 


 


 


 


UBS 2017-C4- Pooling and Servicing
Agreement



     


     


    

 


	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


 


On the 10 day of October  ,
2017, before me, a notary public in and for said State, personally appeared    Stacey Gross   
known to me to be a     VP    
 of Wells Fargo Bank, National Association, and also
known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such national
banking association executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/ Amy Martin
	 	 	Notary Public
	 	 	 
	 	 	 
	 	 	 
	[SEAL]	 	AMY MARTIN
	 	 	Notary Public – Maryland 
	My commission expires:	 	Anne Arundel County
	 	 	My Commission Expires on
	 	 	February 22, 2021
	 	 	 


 


 


UBS 2017-C4- Pooling and Servicing
Agreement



     


     


    

 


	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE 	)	 


 


On the 6th day of October, 2017,
before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to be an assistant vice
president of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such assistant vice
president executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/ Christina Bader
	 	 	Notary Public
	 	 	 
	 	 	 
	 	 	 
	[SEAL]	 	CHRISTINA BADER
	 	 	STATE OF DELAWARE
	My commission expires:	 	MY
    COMMISSION 
	 	 	EXPIRES
	 	 	MARCH
    22, 2020
	 	 	NOTARY PUBLIC
	 	 	 


 


 


UBS 2017-C4- Pooling and Servicing
Agreement



     


     


    

 


	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD 	)	 


 


On the 13th
 day
of October, 2017, before me, a notary public in and for said State,
personally appeared James Callahan known to me to be an Executive
Director of Pentalpha Surveillance LLC, a limited liability company,
that executed the within instrument, and also known to me
to be the person who executed it on behalf of such limited liability
company, and acknowledged to me that such Executive Director
executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/ Melonie S. Williams
	 	 	Notary Public
	 	 	 
	 	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires: 7/31/2019	 	 
	 	 	 
	MELONIE S. WILLIAMS	 	 
	Notary Public	 	 
	Connecticut	 	 
	My Commission Expires  July 31, 2019	 	 
	 	 	 
	 	 	 


 


 


UBS
2017-C4- Pooling and Servicing Agreement



     


     


    

 






EXHIBIT
A-1


 


FORM
OF CLASS [__] CERTIFICATE


 


CLASS
[__]


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C4, CLASS [__]


 


[FOR
PRIVATELY
 OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB,
A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF
REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL
 OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE
ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


 





 



 





1
       Temporary Regulation S Book-Entry Certificate legend.


 


2        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-1-1 



     


    

 


SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE FAIRMOUNT AT BREWERYTOWN SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY
 OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB,
A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO
 AN INSTITUTION THAT IS A NON-“U.S. PERSON"
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE
903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS"
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY


 





 



 


3
       Book-Entry Certificate legend.


  






    	A-1-2 



     


    

 


APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
CLASS X-E, CLASS X-F, CLASS X-G, CLASS X-NR, CLASS E, CLASS F, CLASS G AND CLASS NR CERTIFICATES: THIS CERTIFICATE MAY NOT BE
PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”),
 OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF
 LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN "INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR
(B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH
ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[FOR
PRINCIPAL
 BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE
LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE
MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE


 






    	A-1-3 



     


    

 


ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] [CLASS X-E][CLASS X-F][CLASS X-G][CLASS X-NR] CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR
CLASS
 X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3
AND CLASS A-4 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS
 X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS
 X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF
 THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS
 X-E CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF
 THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]



[FOR CLASS X-F CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE
CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]



[FOR CLASS X-G CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE
CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY


 



    	A-1-4 



     


    

 


TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]



[FOR CLASS X-NR CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE
CERTIFICATE BALANCE OF THE CLASS NR CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS
 X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO
THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-E][X-F][X-G][X-NR]
CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS
AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST
PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW.]


 


[FOR
SUBORDINATE
 CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G AND CLASS NR): THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 




    	A-1-5 



     


    
 

	PASS-THROUGH
                                         RATE: [[____]% per annum] [FOR CLASS X-A, X-B, X-D, X-E, X-F, X-G, X-NR]: VARIABLE
                                         IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF
 THE CLOSING DATE:
$[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 18, 2017

         

        FIRST
DISTRIBUTION DATE: November 17, 2017

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
SERVICER:

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: 

        RIALTO
        CAPITAL ADVISORS, LLC

         

        FAIRMOUNT
        AT BREWERYTOWN SPECIAL SERVICER:

        AEGON USA REALTY ADVISORS, LLC

         

        TRUSTEE:

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
REPRESENTATIONS REVIEWER:

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
NO.: [_]-[_]




 






    	A-1-6 



     


    

 


CLASS [__]
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), between UBS COMMERCIAL
MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”,
 which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master
Servicer, the Special Servicer, the Fairmount at Brewerytown
Special Servicer, the Certificate Administrator, the Operating Advisor
and the Asset Representations Reviewer. A summary of certain
of the pertinent provisions of the Pooling and Servicing Agreement is
set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate
 is one of a duly authorized issue of Certificates designated as
Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest
in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by
dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate
Balance][Notional Amount] of the Class [__] Certificates. The
Certificates
are designated as the UBS COMMERCIAL MORTGAGE TRUST 2017-C4, Commercial
Mortgage Pass-Through Certificates, Series 2017-C4
and are issued in the classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate
 does not purport to summarize the Pooling and Servicing Agreement and
reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds,
and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This
Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling
and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified
 in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 






    	A-1-7 



     


    

 


[FOR
REGULAR CERTIFICATES: This Certificate represents a “regular interest” in a “real estate mortgage investment
conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended (the “Code”).] Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata
 share (based
on the Percentage Interest represented by this Certificate) of that
portion of the aggregate amount of [FOR PRINCIPAL BALANCE
CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F, G and
NR): principal and] interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this
Certificate for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-3,
A-4, A-S, B, C, X-A and X-B CERTIFICATES: Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance
 Charges as provided in the Pooling and Servicing Agreement.]
All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


Interest
on
 this Certificate will accrue (computed as if each year consisted of 360
 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the
Pass-Through Rate specified above on the Certificate Balance
of this Certificate immediately prior to each Distribution Date. [FOR
CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E, F, G and NR):
Principal and interest] allocated to this Certificate on any
Distribution
Date will be in an amount equal to this Certificate’s pro rata
share of the Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses
 and certain other amounts on the Mortgage Loans shall be allocated on
the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All
Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate
 is limited in right of payment to, among other things, certain
collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on
behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer
 (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or
other investment income earned on funds in the Collection
Account will be paid to the Master


 



    	A-1-8 



     


    

 


Servicer
 as set forth in the Pooling and Servicing Agreement. As provided in the
 Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be
made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions
 under the Pooling and Servicing Agreement to a Class of Certificates
shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of
 record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided
 that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days
prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any
 possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only
upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in
 the notice to Certificateholders of such final distribution.


 


Any
funds
 not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such
date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement
 shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem
appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the
Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in
accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided
 in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this
Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent,
duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and
 thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated
transferee or transferees.


 






    	A-1-9 



     


    

 


Subject
to
 the terms of the Pooling and Servicing Agreement, the Class [__]
Certificates will be issued [FOR BOOK-ENTRY CERTIFICATES:
in book-entry form through the facilities of DTC] in minimum
denominations of [FOR REGISTERED PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-SB, A-3, A-4, A-S, B, C): $10,000][FOR NON-REGISTERED
PRINCIPAL BALANCE CERTIFICATES: Class
D, Class E, Class F, Class G and Class NR: $100,000][FOR CLASS
X-A and X-B CERTIFICATES: $1,000,000 initial Notional Amount][FOR
CLASS X-D, X-E, X-F, X-G, AND X-NR CERTIFICATES: $250,000 initial
Notional Amount] and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance
of such Class.


 


No
fee
 or service charge shall be imposed by the Certificate Registrar for its
 services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates)
referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor,
 the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of
the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided
 in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee,
 the Certificate Administrator, the Master Servicer, the Special
Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling
 and Servicing Agreement may be amended from time to time by the parties
 thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause
 the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related
non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or
supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later
than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material
 respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced
in writing by an Opinion of Counsel at the expense of
the party requesting


 



    	A-1-10 



     


    

 


such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)       to
modify,
 eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a
 grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or
minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to
the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any
Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
 the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause
 the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a
Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not
adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of
an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of
the Pooling and Servicing Agreement);


 


(vii)       to
amend
 or supplement any provision of the Pooling and Servicing Agreement to
the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as
 evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests


 



    	A-1-11 



     


    

 


of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify
 the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the
Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and
with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of
 the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such
rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holder of an RR Interest),
as evidenced by (x) an Opinion of Counsel or (y) if
any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify,
 eliminate or add to any of its provisions in the event the Risk
Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are
amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable,
 to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise


 



    	A-1-12 



     


    

 


or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may change any provision specifically required to be included in the Pooling and Servicing Agreement
by any related Intercreditor Agreement or otherwise materially and adversely affect the holder of a Companion Loan without such
Companion Holder’s consent.


 


The
Pooling
 and Servicing Agreement may also be amended from time to time by the
parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for
the avoidance of doubt, any Holder of an RR Interest) evidencing
in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of
such Class; provided, however, that no such
amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the
 aforesaid percentage of Certificates of any Class the Holders of which
are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such
case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable;
 or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in
 any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or
change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the
consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
 that such rating
agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling
 and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate
 Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing


 



    	A-1-13 



     


    

 


Agreement
without
 having first received an Opinion of Counsel (at the Trust’s expense) to
 the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the
 exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment
 will not result in the imposition of a tax on any portion
of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that changes any provision
specifically required to be included in the Pooling and Servicing
Agreement by an Intercreditor Agreement related to a Companion Loan
without, in each case, the consent of the holder of the related
Companion Loan(s).


 


The
Holder
 of the majority of the Controlling Class, the Special Servicer, the
Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all
of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the
Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of
Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase;
 provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the
 Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances
 of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans.


 


Following
the
 date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one
Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class Z and Class R
Certificates), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations
 created by the Pooling and Servicing Agreement and the Trust created
thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in
the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to
zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property)
 pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and
Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 






    	A-1-14 



     


    

 


Unless
the
 certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate
Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained
herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-1-15 



     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

        Title:



 





		Dated:	October
                                         18, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [___] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:


Title:






  






    	A-1-16 



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within
 Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the
premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-1-17 



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-1-18 



     


    




 


EXHIBIT
A-2

 


FORM
OF CLASS Z CERTIFICATE


 


CLASS
Z


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C4, CLASS Z


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE FAIRMOUNT AT BREWERYTOWN SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A
QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 






    	A-2-1 



     


    

 


THIS
CERTIFICATE
 MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO
ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH
PURCHASER
 OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 






    	A-2-2 



     


    

 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 18, 2017

         

        FIRST
DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        CLASS
        Z PERCENTAGE INTEREST: [100%]

         
	 	MASTER
                                         SERVICER: 

                                         WELLS FARGO BANK NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: 

        RIALTO CAPITAL ADVISORS, LLC

         

        FAIRMOUNT
        AT BREWERYTOWN SPECIAL SERVICER:

        AEGON USA REALTY ADVISORS, LLC

         

        TRUSTEE:
        

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [             ]

         

        COMMON
        CODE NO.: [             ]

         

        CERTIFICATE
NO.: Z-[__]




 






    	A-2-3 



     


    

 


CLASS
Z CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the "Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES
 THAT [____________________] is the registered owner of the interest
evidenced by this Certificate in the Class Z Certificates
issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), among UBS COMMERCIAL MORTGAGE
SECURITIZATION CORP. (hereinafter called the "Depositor”,
which term includes any successor entity under the Pooling and Servicing
 Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Fairmount at Brewerytown Special Servicer, the Certificate
 Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate
 is one of a duly authorized issue of Certificates designated as
Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing a percentage
interest in the Class of Certificates specified on
the face hereof. The Certificates are designated as the UBS COMMERCIAL
MORTGAGE TRUST 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This
Certificate
 does not purport to summarize the Pooling and Servicing Agreement and
reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds,
and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This
Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling
and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified
 in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class Z Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest
and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise


 



    	A-2-4 



     


    

 


taxes and other taxes imposed on or measured by income.


 


Pursuant
to
 the terms of the Pooling and Servicing Agreement the Certificate
Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount
equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess
Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and
private debts.


 


This
Certificate
 is limited in right of payment to, among other things, Excess Interest
actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf
of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer
 (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or
other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be
made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions
 under the Pooling and Servicing Agreement to a Class of Certificates
shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of
 record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided
that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days
prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but
 only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final
distribution.


 


Any
funds
 not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such
date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement
 shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, 


 



    	A-2-5 



     


    

 


directly
 or through an agent, shall take such steps to contact the remaining
non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s
 failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(i) of the Pooling and
Servicing Agreement.


 


As
provided
 in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this
Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent,
duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and
 thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated
transferee or transferees.


 


The
Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class Z
Certificates and in integral multiples of 1 in excess thereof.


 


No
fee
 or service charge shall be imposed by the Certificate Registrar for its
 services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates)
referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor,
 the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of
the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided
 in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee,
 the Certificate Administrator, the Master Servicer, the Special
Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling
 and Servicing Agreement may be amended from time to time by the parties
 thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






    	A-2-6 



     


    

 


(ii)       to
cause
 the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related
non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or
supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later
than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material
 respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced
in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)       to
modify,
 eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a
 grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or
minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to
the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any
Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
 the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause
 the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a
Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not
adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of
an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered



 



    	A-2-7 



     


    

 


satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend
 or supplement any provision of the Pooling and Servicing Agreement to
the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as
 evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided
 that such amendment
or supplement shall not adversely affect in any material respect the
interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment
 or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify
 the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the
Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and
with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of
 the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such
rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holder of an RR Interest),
as evidenced by (x) an Opinion of Counsel or (y) if
any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 






    	A-2-8 



     


    

 


(x)       to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify,
 eliminate or add to any of its provisions in the event the Risk
Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are
amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable,
 to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the
 foregoing, no such amendment (A) may change in any manner any defined
term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage
 Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the
Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may change any provision specifically
required to be included in the Pooling and Servicing Agreement
by any related Intercreditor Agreement or otherwise materially and
adversely affect the holder of a Companion Loan without such
Companion Holder’s consent.


 


The
Pooling
 and Servicing Agreement may also be amended from time to time by the
parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for
the avoidance of doubt, any Holder of an RR Interest) evidencing
in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of
such Class; provided, however, that no such
amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the
 aforesaid percentage of Certificates of any Class the Holders of which
are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such
case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable;
 or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in
 any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or
change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the
consent of such Mortgage Loan Seller; or


 






    	A-2-9 



     


    

 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
 that such rating
agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling
 and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate
 Companion Loan for each Serviced AB Whole Loan.








Notwithstanding
the
 foregoing, none of the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall
consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the
 exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment
 will not result in the imposition of a tax on any portion
of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that changes any provision
specifically required to be included in the Pooling and Servicing
Agreement by an Intercreditor Agreement related to a Companion Loan
without, in each case, the consent of the holder of the related
Companion Loan(s).


 


The
Holder
 of the majority of the Controlling Class, the Special Servicer, the
Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all
of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the
Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of
Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase;
 provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the
 Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances
 of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans.


 


Following
the
 date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one
Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class Z and Class R
Certificates), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of


 



    	A-2-10 



     


    

 


its
 Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations
 created by the Pooling and Servicing Agreement and the Trust created
thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in
the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to
zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property)
 pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and
Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the
 certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate
Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained
herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-2-11 



     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	

Name:


Title:







 





		Dated:	October
                                         18, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	

Name:


Title:







  






    	A-2-12 



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within
 Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the
premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-2-13 



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-2-14 



     


    




 


EXHIBIT
A-3


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C4, CLASS R


 


THE
INITIAL
 INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE FAIRMOUNT AT BREWERYTOWN SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE
 HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE
 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN 


 



    	A-3-1 



     


    

 


EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR
 A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER
PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF
 LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE
 REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE
INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF
 THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN
SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE
CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH
TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH
DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
 TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS
CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS
THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR
ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
 TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE
RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO
RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR
MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF
 THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A 


 



    	A-3-2 



     


    

 


REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    	A-3-3 



     


    

 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 18, 2017

         

        FIRST
DISTRIBUTION DATE: NOVEMBER 17, 2017

         

        CLASS
        R PERCENTAGE INTEREST: [_]%

         
	 	MASTER
SERVICER:

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER:

        RIALTO
        CAPITAL ADVISORS, LLC

         

        FAIRMOUNT
        AT BREWERYTOWN SPECIAL SERVICER:

        AEGON USA REALTY ADVISORS, LLC

         

        TRUSTEE:

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: 

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
REPRESENTATIONS REVIEWER:

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        CERTIFICATE
NO.: R-[_]

	 	 	 	 	 



 



    	A-3-4 



     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES
 THAT [____________________] is the registered owner of the interest
evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), between UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”,
which
 term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Fairmount at Brewerytown Special Servicer, the Certificate
 Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate
 is one of a duly authorized issue of Certificates designated as
Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing a percentage
interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the UBS
COMMERCIAL MORTGAGE TRUST 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This
Certificate
 does not purport to summarize the Pooling and Servicing Agreement and
reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds,
and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This
Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling
and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified
 in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal


 



    	A-3-5 



     


    

 


income
 taxes, state
and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest
in the Class R Certificates shall be the “tax matters person” pursuant
to Treasury Regulations Section 1.860F-4(d)
and Treasury Regulations Section 301.6231(a)(7)-1 and the “partnership
representative” within the meaning of Section
6223 of the Code (to the extent such provision is applicable to the
Trust REMICs) for each Trust REMIC, and the Certificate Administrator
is hereby irrevocably designated and shall serve (i) as attorney-in-fact
 and agent for any such Person that is the "tax
matters person” and (ii) as the “partnership representative” for each
Trust REMIC within the meaning of Section
6223 of the Code (to the extent such provision is applicable to the
Trust REMIC).


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share
(based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of
the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate
 is limited in right of payment to, among other things, certain
collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on
behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer
 (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or
other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be
made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions
 under the Pooling and Servicing Agreement to a Class of Certificates
shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of
 record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided
 that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days
prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but
 only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their


 






    	A-3-6 



     


    

 


Certificates
 shall, on such date, be set aside and held uninvested in trust and
credited
to the account or accounts of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing
Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem
appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the
Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in
accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided
 in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this
Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent,
duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and
 thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated
transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person
holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof
(including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Disqualified
Non-U.S. Tax Person and shall promptly notify the Certificate Registrar of any change or impending change to such status;
(B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate
Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee
shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached to
the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has
paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the
holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the
residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest
as they become due, (4) the proposed transferee will not cause income with respect to the Residual 


 



    	A-3-7 



     


    

 





Ownership
 Interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not
transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed
transferee has actual knowledge that such Person is not a
Permitted Transferee or is acting as an agent (including a broker,
nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound
 by and to abide by the provisions of Section 5.03(o)
of the Pooling and Servicing Agreement and (y) other than in connection
with the initial issuance of a Class R Certificate, require
a statement from the proposed transferor substantially in the form
attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed
transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in
 its Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee
 or service charge shall be imposed by the Certificate Registrar for its
 services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates)
referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor,
 the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of
the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided
 in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee,
 the Certificate Administrator, the Master Servicer, the Special
Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling
 and Servicing Agreement may be amended from time to time by the parties
 thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause
 the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related
non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or
supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






    	A-3-8 



     


    

 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later
than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material
 respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced
in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)       to
modify,
 eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a
 grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or
minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to
the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any
Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
 the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause
 the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a
Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not
adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of
an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of
the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating


 



    	A-3-9 



     


    

 


agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided
 that such amendment
or supplement shall not adversely affect in any material respect the
interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment
 or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify
 the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the
Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and
with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority
 of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of
 the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such
rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holder of an RR Interest),
as evidenced by (x) an Opinion of Counsel or (y) if
any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)       to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent


 



    	A-3-10 



     


    

 



required to comply with any such amendment or, to the extent applicable,
 to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the
 foregoing, no such amendment (A) may change in any manner any defined
term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage
 Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the
Pooling and Servicing Agreement, without the consent of such
Mortgage Loan Seller or (B) may change any provision specifically
required to be included in the Pooling and Servicing Agreement
by any related Intercreditor Agreement or otherwise materially and
adversely affect the holder of a Companion Loan without such
Companion Holder’s consent.


 


The
Pooling
 and Servicing Agreement may also be amended from time to time by the
parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment (including, for
the avoidance of doubt, any Holder of an RR Interest) evidencing
in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Holders of Certificates of
such Class; provided, however, that no such
amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the
 aforesaid percentage of Certificates of any Class the Holders of which
are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such
case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable;
 or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in
 any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or
change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the
consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the


 



    	A-3-11 



     


    

 


Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the
 foregoing, none of the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall
consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the
 exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment
 will not result in the imposition of a tax on any portion
of the Trust Fund, any Trust REMIC or the Grantor Trust, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that changes any provision
specifically required to be included in the Pooling and Servicing
Agreement by an Intercreditor Agreement related to a Companion Loan
without, in each case, the consent of the holder of the related
Companion Loan(s).


 


The
Holder
 of the majority of the Controlling Class, the Special Servicer, the
Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all
of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the
Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of
Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase;
 provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the
 Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances
 of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans.


 


Following
the
 date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one
Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class Z and Class R
Certificates), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations
 created by the Pooling and Servicing Agreement and the Trust created
thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in
the Pooling and Servicing Agreement), shall terminate
upon


 



    	A-3-12 



     


    

 


reduction
 of the Certificate Balances of all the Certificates to zero (including,
 without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property)
 pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and
Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the
 certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate
Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained
herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-3-13 



     


    



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	

Name:


Title:







 





		Dated:	October
                                         18, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	

Name:


Title:







  






    	A-3-14 



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within
 Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the
premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-3-15 



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-3-16 



     


    
 







EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 



    B-1 


     


    

 




 


UBS 2017-C4: Mortgage Loan Schedule 


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Cut-off Date Balance	Address 	City 	State 	Origination Date	Maturity Date or Anticipated Repayment Date	Gross Mortgage Rate	Original Term to Maturity or ARD	Remaining Term to Maturity or ARD	Amortization Type	Original Amortization Term	ARD	Master & Primary Servicing Fee Rate (%)	Sub-Servicer Fee Rate (%)
	1	SG	237 Park Avenue 	50,000,000	237 Park Avenue	New York	NY	7/26/2017	8/9/2027	3.7515%	120	118	Full IO	0	No	0.00250%	0.00125%
	2	RMF	Preston Hollow	48,250,000	7939 Walnut Hill Lane	Dallas	TX	8/11/2017	8/6/2027	4.7400%	120	118	Full IO	0	No	0.00500%	0.00000%
	3	UBS AG	Park West Village	40,000,000	784, 788 & 792 Columbus Avenue	New York	NY	7/19/2017	8/6/2022	2.6200%	60	58	Full IO	0	No	0.00250%	0.00250%
	4	UBS AG	The District	39,901,208	11400-11800 South Bangerter Highway	South Jordan	UT	8/4/2017	8/6/2027	4.5862%	120	118	Amortizing	360	No	0.00250%	0.00280%
	5	SG	Embassy Suites - Brea	38,510,000	900 East Birch Street	Brea	CA	7/7/2017	8/1/2027	4.8100%	120	118	Partial IO	360	No	0.00500%	0.00000%
	6	Natixis	245 Park Avenue	31,000,000	245 Park Avenue	New York	NY	5/5/2017	6/1/2027	3.6694%	120	116	Full IO	0	No	0.00250%	0.00125%
	7	RMF	Hilton Garden Inn Irvine/Orange County Airport	30,483,486	2381 Morse Avenue	Irvine	CA	6/28/2017	7/6/2027	4.3800%	120	117	Amortizing	360	No	0.00500%	0.00000%
	8	CIBC	144 South Harrison	30,300,000	144 South Harrison Street	East Orange	NJ	7/31/2017	8/1/2027	4.5100%	120	118	Partial IO	360	No	0.00500%	0.00000%
	9	UBS AG	Fairmount at Brewerytown	28,000,000	3000-3050 Master Street a/k/a 1363 North 31st Street	Philadelphia	PA	8/17/2017	9/6/2027	5.0000%	120	119	Full IO	0	No	0.00500%	0.00000%
	10	LCF	50 Varick Street	25,500,000	50 Varick Street	New York	NY	8/7/2017	9/6/2027	4.1500%	120	119	Full IO	0	No	0.00500%	0.00000%
	11	LCF	DoubleTree Orlando	25,400,000	60 South Ivanhoe Boulevard	Orlando	FL	8/24/2017	9/6/2027	4.7480%	120	119	Partial IO	360	No	0.00500%	0.00000%
	12	UBS AG	Meridian Sunrise Village	25,000,000	10507 156th Street East	Puyallup	WA	9/19/2017	10/6/2027	4.6200%	120	120	Full IO	0	No	0.00250%	0.02000%
	13	SG	4055 10th Avenue	24,500,000	4055 10th Avenue	New York	NY	9/11/2017	10/1/2027	5.0000%	120	120	Amortizing	360	No	0.00500%	0.00000%
	14	SG	1600 Corporate Center	22,780,000	1600 West Golf Road	Rolling Meadows	IL	9/12/2017	10/1/2027	4.4500%	120	120	Amortizing	360	No	0.00500%	0.00000%
	15	LCF	Bank of America Office Campus Building 600	20,000,000	9000 Southside Boulevard Building 600	Jacksonville	FL	5/23/2017	9/6/2027	5.0200%	123	119	Full IO, ARD	0	Yes	0.00500%	0.00000%
	16	LCF	Hamilton Business Center	18,200,000	South Gold Drive & Marlen Drive	Hamilton Township	NJ	7/6/2017	7/6/2027	4.5950%	120	117	Partial IO	360	No	0.00500%	0.00000%
	17	CIBC	Courtyard St. Louis Downtown Convention Center	17,615,000	823-827 Washington Avenue	St. Louis	MO	9/1/2017	9/1/2027	4.6100%	120	119	Partial IO	360	No	0.00500%	0.00000%
	18	RMF	Grandview Shopping Center	16,350,000	8005-8135 Callaghan Road	San Antonio	TX	9/7/2017	9/6/2027	4.8900%	120	119	Partial IO	360	No	0.00500%	0.00000%
	19	LCF	Macedonia Commons	16,200,000	8210 Macedonia Commons Boulevard	Macedonia	OH	8/30/2017	9/6/2027	4.4500%	120	119	Partial IO	360	No	0.00500%	0.00000%
	20	RMF	Park Millennium Garage	15,200,000	222 North Columbus Drive	Chicago	IL	9/14/2017	10/6/2027	5.3100%	120	120	Full IO	0	No	0.00500%	0.00000%
	21	UBS AG	Coconut Grove Marketplace	15,116,000	75-5815 Ali’i Drive	Kailua-Kona	HI	8/31/2017	9/6/2027	4.6500%	120	119	Partial IO	360	No	0.00250%	0.04000%
	22	CIBC	Troy Portfolio	14,750,000	Various	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.01	CIBC	894 Maplelawn Drive	1,978,800	894 Maplelawn Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.02	CIBC	1352-1374 Rankin Drive	1,666,000	1352-1374 Rankin Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.03	CIBC	1409 Allen Drive	1,564,000	1409 Allen Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.04	CIBC	1151 Allen Drive	1,491,086	1151 Allen Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.05	CIBC	1324-1346 Rankin Drive	1,434,800	1324-1346 Rankin Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.06	CIBC	2354-2360 Bellingham Drive	1,327,232	2354-2360 Bellingham Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.07	CIBC	1376-1400 Rankin Drive	1,190,000	1376-1400 Rankin Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.08	CIBC	1301-1307 Rankin Drive	1,081,200	1301-1307 Rankin Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.09	CIBC	1101 Allen Drive	1,067,600	1101 Allen Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.1	CIBC	1350 Rankin Drive	936,880	1350 Rankin Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.11	CIBC	1290 Maplelawn Drive	761,600	1290 Maplelawn Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	22.12	CIBC	1300-1322 Rankin Drive	250,802	1300-1322 Rankin Drive	Troy	MI	8/31/2017	9/1/2027	4.5300%	120	119	Partial IO	360	No	0.00500%	0.00000%
	23	UBS AG	DoubleTree Berkeley Marina	13,750,000	200 Marina Boulevard	Berkeley	CA	8/9/2017	9/6/2027	4.8200%	120	119	Partial IO	360	No	0.00250%	0.00250%
	24	SG	GM Logistics Center 3	13,750,000	268 Commonwealth Boulevard	Bowling Green	KY	9/7/2017	10/1/2027	4.0800%	120	120	Amortizing	300	No	0.00500%	0.04000%
	25	CIBC	Tuscany at St. Francis	13,250,000	2218 Miguel Chavez Road	Santa Fe	NM	8/18/2017	9/1/2027	4.3600%	120	119	Full IO	0	No	0.00500%	0.00000%
	26	LCF	Floor & Décor / Garden Fresh Market	12,900,130	Various	Various	IL	9/14/2017	10/6/2027	5.4500%	120	120	Amortizing	360	No	0.00500%	0.00000%
	26.01	LCF	Garden Fresh Market 	6,507,600	400 Townline Road	Mundelein	IL	9/14/2017	10/6/2027	5.4500%	120	120	Amortizing	360	No	0.00500%	0.00000%
	26.02	LCF	Floor & Décor	6,392,530	600 East Rand Road	Arlington Heights	IL	9/14/2017	10/6/2027	5.4500%	120	120	Amortizing	360	No	0.00500%	0.00000%
	27	CIBC	Hagerstown Multifamily Portfolio	11,884,301	Various	Various	Various	9/1/2017	9/1/2027	4.4900%	120	119	Amortizing	360	No	0.00500%	0.00000%
	27.01	CIBC	Progress Homes	4,260,608	3736-3801 Oakley Lane; 378-438 Channing Drive	Greencastle; Chambersburg	PA	9/1/2017	9/1/2027	4.4900%	120	119	Amortizing	360	No	0.00500%	0.00000%
	27.02	CIBC	Pangborn	3,059,256	501-565 Papa Court	Hagerstown	MD	9/1/2017	9/1/2027	4.4900%	120	119	Amortizing	360	No	0.00500%	0.00000%
	27.03	CIBC	Walnut Point	2,779,872	11855-11885 White Pine Drive	Hagerstown	MD	9/1/2017	9/1/2027	4.4900%	120	119	Amortizing	360	No	0.00500%	0.00000%
	27.04	CIBC	Vetra Lane & Virginia Avenue	894,029	10806, 10808, 10812, 10814, 10818, 10820 Vetra Lane and 16620A, 16620B Virginia Ave	Williamsport	MD	9/1/2017	9/1/2027	4.4900%	120	119	Amortizing	360	No	0.00500%	0.00000%
	27.05	CIBC	Dianne Drive	890,537	1014, 1016, 1020, 1022, 1040, 1042, 1064, 1066 Dianne Lane	Waynesboro	PA	9/1/2017	9/1/2027	4.4900%	120	119	Amortizing	360	No	0.00500%	0.00000%
	28	UBS AG	Sarasota Retail Portfolio	11,400,000	Various	Sarasota	FL	8/11/2017	8/6/2027	4.8810%	120	118	Partial IO	360	No	0.00500%	0.00000%
	28.01	UBS AG	326-330 St. Armand’s Circle	3,910,000	326-330 John Ringling Boulevard	Sarasota	FL	8/11/2017	8/6/2027	4.8810%	120	118	Partial IO	360	No	0.00500%	0.00000%
	28.02	UBS AG	382-386 St. Armand’s Circle	2,840,000	382-386 St. Armand’s Circle	Sarasota	FL	8/11/2017	8/6/2027	4.8810%	120	118	Partial IO	360	No	0.00500%	0.00000%
	28.03	UBS AG	380 A&B St. Armand’s Circle	2,490,000	380 St. Armand’s Circle	Sarasota	FL	8/11/2017	8/6/2027	4.8810%	120	118	Partial IO	360	No	0.00500%	0.00000%
	28.04	UBS AG	374 St. Armand’s Circle	2,160,000	374 St. Armand’s Circle	Sarasota	FL	8/11/2017	8/6/2027	4.8810%	120	118	Partial IO	360	No	0.00500%	0.00000%
	29	Natixis	JW Marriott Chicago	10,800,000	151 West Adams Street	Chicago	IL	7/21/2017	8/5/2022	4.0441%	60	58	Full IO	0	No	0.00250%	0.00250%
	30	CIBC	221-223 W. Ohio & 215 W. Ohio	9,600,000	215, 221, 223 West Ohio Street	Chicago	IL	8/29/2017	9/1/2027	4.1800%	120	119	Partial IO	360	No	0.00500%	0.00000%
	31	LCF	The Boardwalk	8,500,000	5895 Katella Avenue	Cypress	CA	9/7/2017	10/6/2027	4.3760%	120	120	Partial IO	360	No	0.00500%	0.00000%
	32	UBS AG	Town & Country Shopping Center Portfolio	8,350,000	Various	McAllen	TX	9/5/2017	9/6/2027	4.5208%	120	119	Partial IO	360	No	0.00500%	0.00000%
	32.01	UBS AG	Town & Country Shopping Center	7,442,993	4901-5115 North 10th Street	McAllen	TX	9/5/2017	9/6/2027	4.5208%	120	119	Partial IO	360	No	0.00500%	0.00000%
	32.02	UBS AG	Grand Junction Veterinary Clinic	907,007	6001 North 10th Street	McAllen	TX	9/5/2017	9/6/2027	4.5208%	120	119	Partial IO	360	No	0.00500%	0.00000%
	33	SG	TZA Multifamily Portfolio I	8,000,000	Various	Various	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.01	SG	Rolling Hills	1,207,393	5402 Pine Chase Drive	Orlando	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.02	SG	Lakeland Manor	1,080,270	929 Gilmore Avenue	Lakeland	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.03	SG	Kings Trail	970,606	3770 Toledo Road	Jacksonville	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.04	SG	Bella Mar	854,941	12406 North 15th Street	Tampa	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.05	SG	Del Rio	673,805	5013 East Sligh Avenue	Tampa	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.06	SG	Timberfalls	608,879	2600 East 113th Avenue	Tampa	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.07	SG	Jacksonville Heights	531,951	8050 103rd Street	Jacksonville	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.08	SG	Lago Bello	474,119	13533 Gragston Circle	Tampa	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.09	SG	North Washington	432,654	1877 19th Street	Sarasota	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.1	SG	Tanglewood	355,180	2811 Ruleme Street	Eustis	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.11	SG	Mount Dora	352,997	3001 Northland Road	Mount Dora	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.12	SG	Brandywyne	242,788	418 19th Street Southeast	Winter Haven	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.13	SG	The Landings	158,767	102 Landings Way	Winter Haven	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	33.14	SG	Country Place	55,650	3950 Country Place	Winter Haven	FL	6/23/2017	7/1/2027	4.9500%	120	117	Partial IO	360	No	0.00250%	0.00250%
	34	LCF	Union Town Centre	8,000,000	5850 West Highway 74	Indian Trail	NC	8/11/2017	9/6/2027	4.3740%	120	119	Partial IO	360	No	0.00500%	0.00000%
	35	RMF	Holiday Inn Express - Costa Mesa	7,869,920	2070 Newport Boulevard	Costa Mesa	CA	6/28/2017	7/6/2027	4.3800%	120	117	Amortizing	360	No	0.00500%	0.00000%
	36	UBS AG	State Street Shopping Center	7,650,000	2413, 2510, 2511, 2512, 2600 and 2614 State Street	East Saint Louis	IL	9/18/2017	10/6/2027	5.0000%	120	120	Amortizing	360	No	0.00500%	0.00000%
	37	CIBC	Northside Drive Portfolio	7,650,000	Various	Macon	GA	8/29/2017	9/1/2022	4.9700%	60	59	Partial IO	360	No	0.00500%	0.00000%
	37.01	CIBC	Whispering Woods	4,425,000	4411 Northside Drive	Macon	GA	8/29/2017	9/1/2022	4.9700%	60	59	Partial IO	360	No	0.00500%	0.00000%
	37.02	CIBC	Ashley Woods	3,225,000	3900 Northside Drive	Macon	GA	8/29/2017	9/1/2022	4.9700%	60	59	Partial IO	360	No	0.00500%	0.00000%
	38	CIBC	Fountain Plaza	7,300,000	23461 South Pointe Drive	Laguna Hills	CA	9/14/2017	10/1/2027	4.4300%	120	120	Amortizing	360	No	0.00500%	0.00000%
	39	RMF	Laird Vehicle R&D Facility	7,237,157	8100 Industrial Park Drive	Grand Blanc	MI	8/31/2017	9/6/2027	4.6400%	120	119	Amortizing	300	No	0.00250%	0.05000%
	40	LCF	Village at Westfork	7,000,000	610-640 Thornton Road	Lithia Springs	GA	8/16/2017	9/6/2027	4.0820%	120	119	Full IO	0	No	0.00500%	0.00000%
	41	Natixis	Red Roof Inn Erlanger 	6,719,976	630 Donaldson Road	Erlanger	KY	5/4/2017	5/5/2027	6.0720%	120	115	Amortizing	360	No	0.00500%	0.00000%
	42	Natixis	401 West Ontario	6,425,000	401 West Ontario	Chicago	IL	9/1/2017	9/5/2027	4.9900%	120	119	Partial IO	360	No	0.00500%	0.00000%
	43	RMF	Candlewood Suites Chambersburg	6,187,184	231 Walker Road	Chambersburg	PA	7/19/2017	8/6/2027	5.4400%	120	118	Amortizing	360	No	0.00500%	0.00000%
	44	CIBC	Holiday Inn Express & Suites Duncan	5,852,524	275 Frontage Road	Duncan	SC	4/25/2017	5/1/2027	5.0000%	120	115	Amortizing	300	No	0.00500%	0.00000%
	45	SG	Del Amo Fashion Center	5,000,000	3525 West Carson Street	Torrance	CA	5/12/2017	6/1/2027	3.6575%	120	116	Full IO	0	No	0.00250%	0.00125%
	46	UBS AG	Arizona Net Lease Properties	4,991,286	Various	Various	AZ	9/11/2017	9/6/2027	4.7500%	120	119	Amortizing	300	No	0.00500%	0.00000%
	46.01	UBS AG	Tutor Time	3,094,597	2050 West Ray Road	Chandler	AZ	9/11/2017	9/6/2027	4.7500%	120	119	Amortizing	300	No	0.00500%	0.00000%
	46.02	UBS AG	Drive Time	1,896,689	5104 West Glendale Avenue	Glendale	AZ	9/11/2017	9/6/2027	4.7500%	120	119	Amortizing	300	No	0.00500%	0.00000%
	47	CIBC	Ephrata Commons	4,515,231	385 North Reading Road	Ephrata	PA	11/4/2016	12/1/2026	4.4300%	120	110	Amortizing	360	No	0.00500%	0.00000%
	48	LCF	6065 Hillcroft Plaza	4,244,422	6065 Hillcroft Plaza	Houston	TX	8/9/2017	9/6/2027	4.5180%	120	119	Amortizing	360	No	0.00500%	0.00000%
	49	CIBC	Flamingo Village Plaza	3,956,734	4135-4175 South Buffalo Drive	Las Vegas	NV	5/5/2017	6/1/2027	4.9600%	120	116	Amortizing	360	No	0.00500%	0.00000%
	50	CIBC	3 Industrial Court	2,500,000	3 Industrial Court	Howell	NJ	9/12/2017	10/1/2027	4.7700%	120	120	Amortizing	360	No	0.00500%	0.00000%




 






    	 



     


    



 


 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association


as
Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services – UBS Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


UBS
Commercial Mortgage Securitization Corp.


1285
Avenue of the Americas


New
York, New York 10019


Attention:
Nicholas Galeone


 


		Re:	Transfer

                                         of UBS Commercial Mortgage
Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C4



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage
Securitization Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer,
on behalf of the holders of UBS Commercial Mortgage Trust 2017-C4,
Commercial Mortgage Pass-Through Certificates, Series 2017-C4
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 



    Exhibit C-1 


     


    

 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” within the meaning of Rule 501(a)(1), (2),
                                         (3) or (7) of Regulation D (“Regulation D”) under the Securities Act
                                         of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners are “accredited investors” within the meaning of
                                         Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
                                         Investor”) and has such
knowledge and experience in financial and business
                                         matters as to be capable of
evaluating the merits and risks of its investment in the
                                         Certificates, and the Purchaser
 and any accounts for which it is acting are each able
                                         to bear the economic risk of
the Purchaser’s or such account’s investment.
                                         The Purchaser is acquiring the
Certificates purchased by it for its own account or for
                                         one or more accounts, each of
which is an Institutional Accredited Investor, as to each
                                         of which the Purchaser
exercises sole investment discretion. The Purchaser hereby undertakes
                                         to reimburse the Trust for any
costs incurred by it in connection with this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”)
 under the Securities
                                         Act. The Purchaser is aware
that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the
opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i)
 of Rule 144A.



 


2.       The
Purchaser’s
 intention is to acquire the Certificates (a) for investment for the
Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions
under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii)
(other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w)
the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an
opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance
 with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar
 that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer. The Purchaser
understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide
nature of the Purchaser’s investment intent (or intent
to reoffer, resell, pledge or transfer the Certificates only to certain
investors in certain exempted transactions) as expressed
herein.


 


 



 


*
Purchaser must select one of the following two certifications.


 



    Exhibit C-2 


     


    

 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser
 acknowledges that the Certificates (and any Certificates issued on
transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any
State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it
is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”),
 in all respects
as if it were a signatory thereto. This undertaking is made for the
benefit of the Trust, the Certificate Registrar and all
Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The

                                         Purchaser is a U.S. Tax Person
(as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The

                                         Purchaser is not a U.S. Tax
Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be
 withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions
to be made on the Certificates. The Purchaser has attached
                                         hereto [(i) a duly executed IRS
 Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which
identifies such Purchaser as the beneficial owner of the Certificates
                                         and states that such Purchaser
is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or
(iii)]*** two duly executed copies of IRS Form
                                         W-8ECI (or successor form),
which identify such Purchaser as the beneficial owner of
                                         the Certificates and state that
 interest and original issue discount on the Certificates
                                         and Permitted Investments is,
or is expected to be, effectively connected with a U.S.
                                         trade or business. The
Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form
W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable
 successor IRS forms, or such other certifications as
                                         the Certificate Registrar may
reasonably request, on or before the date that any such
                                         IRS form or certification



 


 



 


**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.


 



    Exhibit C-3 


     


    

 


	 	 	expires

                                         or becomes obsolete, or
promptly after the occurrence of any event requiring a change
                                         in the most recent IRS form of
certification furnished by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen
or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to
exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to
control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


8.        Please
make all payments due on the Certificates:****


 


		☐	(a)      by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 





	 	Bank:	 	 






	 	ABA
#:	 	 





	 	Account
#:	 	 





	 	Attention:	 	 


 


		☐	(b)      by
mailing a check or draft to the following address:





	 	 	 	 





	 	 	 	 





	 	 	 	 





 


9.       If
the
 Purchaser is purchasing a Class R Certificate, the Purchaser is not a
partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned,
directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax
Person.


 


	 	Very
truly yours,
	 	 
	 	[The Purchaser]



 


 



 


****  Only
to
 be filled out by Purchasers of Definitive Certificates. Please select
(a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive
Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 



    Exhibit C-4 


     


    

 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 



    Exhibit C-5 


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”),
 dated as of October
                                         1, 2017, by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells
                                         Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as
                                         Special Servicer, AEGON USA
Realty Advisors, LLC, as Fairmount at Brewerytown Special
                                         Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as
 Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset
Representations Reviewer



 





	STATE
OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser
 is acquiring Class R Certificates representing [__]% of the residual
interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined
below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of,
or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the
 purposes hereof, a Disqualified Organization is


 



    Exhibit D-1-1 


     


    

 


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


 


4.       The
Purchaser
 acknowledges that Section 860E(e) of the Code would impose a
substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any
interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐      The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 



    Exhibit D-1-2 


     


    

 


(iii)    the
present
 value of the anticipated tax savings associated with holding such Class
 R Certificate as the related REMIC generates losses.


 


For
purposes
 of this calculation, (i) the Purchaser is assumed to pay tax at the
highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be
used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative
minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term
Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐      The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)      the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)     at
the
 time of the transfer, and at the close of the Purchaser’s two fiscal
years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any
obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of
$100 million and net assets in excess of $10 million;


 


(iii)    the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)    the
Purchaser
 determined the consideration paid to it to acquire the Class R
Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has
determined in good faith.


 


☐      None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.     The
Purchaser
 understands that it may incur tax liabilities with respect to the Class
 R Certificate in excess of any cash flows generated
by such Certificate.


 


11.     The
Purchaser
 is aware that the Certificate Registrar will not register any transfer
of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The
Purchaser expressly agrees that


 



    Exhibit D-1-3 


     


    

 


it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.       The
Purchaser
 consents to any additional restrictions or arrangements that shall be
deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will
only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-1-4 


     


    

 


On
this
 ____ day of _______20__, before me, the undersigned, a Notary Public in
 and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and
________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be
_____________________________ and ___________________________,
respectively, of
the Purchaser, and acknowledged to me that they executed the same as
their respective free acts and deeds and as the free act
and deed of the Purchaser.


	 	 
	 	NOTARY PUBLIC in and for the

State of _______________



 


	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 



 



    Exhibit D-1-5 


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as Fairmount
at Brewerytown Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer. All
capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor
 has at the time of this transfer conducted a reasonable investigation
of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as
 a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due
and has found no significant


 



    Exhibit D-2-1 


     


    

 


evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very truly yours,
	 	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



    Exhibit D-2-2 


     


    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RR INterest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


UBS
Commercial Mortgage Securitization Corp.


1285
Avenue of the Americas


New
York, New York 10019


Attention:
Nicholas Galeone


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”),
 dated as of October
                                         1, 2017, by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells
                                         Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as
                                         Special Servicer, AEGON USA
Realty Advisors, LLC, as Fairmount at Brewerytown Special
                                         Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as
 Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset
Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 


		1.	The

                                         Purchaser is acquiring $[_____]
 Certificate Balance of the Class [__] Certificates evidencing
                                         the RR Interest from [_____]
(the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of a
                                         Certificate evidencing the RR Interest by the Transferor unless the Purchaser, or such
                                         Purchaser’s agent, delivers to the Certificate Registrar, among other things, a
                                         certificate in substantially the same form as this certificate. The Purchaser expressly
                                         agrees that it will not consummate any such transfer if it knows or believes that any
                                         representation contained in such certificate is false.



 


		3.	Any

                                         transfer of an ERISA Restricted
 Certificate (as defined in the Pooling and Servicing
                                         Agreement) evidencing a portion
 of the RR Interest to an insurance company general account
                                         relying on Sections I and III
of PTCE 95-60 will be effected



 



    Exhibit D-3-1 


     


    

 


	 	 	through
                                         UBS Securities LLC, SG Americas Securities, LLC, Natixis Securities Americas LLC, CIBC
                                         World Markets Corp. or Academy Securities, Inc.



 


		4.	Check
                                         one of the following:



 


		☐	The

                                         Purchaser certifies, represents
 and warrants to the Certificate Registrar, the "retaining
                                         sponsor” as such term is
defined in Regulation RR and the Depositor that the transfer
                                         will occur during the Transfer
Restriction Period and that the transfer will comply with
                                         all applicable requirements of
Regulation RR.



 


☐
    The Purchaser certifies, represents and warrants to the Certificate Registrar, the "retaining
sponsor” as such term is defined in Regulation RR and the Depositor, that the transfer will occur after the termination
of the Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS
 WHEREOF, the Purchaser has caused this instrument to be duly executed
on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-3-2 


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


UBS
Commercial Mortgage Securitization Corp.


 


	By:	 	 
	 	Name:	 
	 	Title:	 






 


[Medallion
Stamp Guarantee]


 



    Exhibit D-3-3 


     


    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RR Interest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


UBS
Commercial Mortgage Securitization Corp.


1285
Avenue of the Americas


New
York, New York 10019


Attention:
Nicholas Galeone


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [__] Certificates evidencing the RR Interest. The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
by
 and among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, AEGON USA Realty
Advisors, LLC, as Fairmount at Brewerytown Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	Any

                                         transfer of an ERISA Restricted
 Certificate (as defined in the Pooling and Servicing
                                         Agreement) evidencing a portion
 of the RR Interest to an insurance company general account
                                         relying on Sections I and III
of PTCE 95-60 will be effected through UBS Securities LLC,
                                         SG Americas Securities, LLC,
Natixis Securities Americas LLC, CIBC World Markets Corp.
                                         or Academy Securities, Inc.



 


		3.	Check
                                         one of the following:



 



    Exhibit D-4-1 


     


    

 


		☐	The

                                         Transferor certifies,
represents and warrants to the Certificate Registrar, the “retaining
                                         sponsor” as such term is
defined in Regulation RR and the Depositor that the transfer
                                         will occur during the Transfer
Restriction Period and that the transfer will comply with
                                         all applicable requirements of
Regulation RR.



 


☐
    The Transferor certifies, represents and warrants to the Certificate Registrar, the
“retaining sponsor” as such term is defined in Regulation RR and the Depositor that the transfer will occur after
the termination of the Transfer Restriction Period.


 


		4.	The

                                         Transferor understands that the
 Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the
Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not have
knowledge (after due inquiry) that any representation contained
                                         therein is false.



 


IN
WITNESS
 WHEREOF, the Transferor has caused this instrument to be duly executed
on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 


	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


UBS
Commercial Mortgage Securitization Corp.


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


[Medallion
Stamp Guarantee]


 



    Exhibit D-4-2 


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	 
	 	 	 
	 	[Master
    Servicer]	 
	 	[Special
    Servicer]	 
	 	Loan
    No.:	 
	Custodian
	 	Name:	Wells
    Fargo Bank, National Association
	 	

                                                           

                                                          Address:
	1055
                                         10th Ave SE

        Minneapolis,
        Minnesota 55414

        Attention:
        Document Custody Group (CMBS)

        UBS
        Commercial Mortgage Trust 2017-C4

         

	 	Custodian/Trustee
    

    Mortgage File No.:	 
	Depositor
	 	Name:	UBS
    Commercial Mortgage Securitization Corp.
	 	 	 
	 	Address:	

        UBS
        Commercial Mortgage Securitization Corp.

        1285
        Avenue of the Americas

        New
        York, New York 10019

        Attention:
        Nicholas Galeone

         

	 	Certificates:	UBS
    Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4


 


The
undersigned [Master Servicer] [Special Servicer] [Fairmount at Brewerytown Special Servicer] hereby requests delivery from Wells
Fargo Bank, National Association, as custodian (the “Custodian”) on behalf of Wilmington Trust, National Association,
as trustee (the “Trustee”), for the Holders of UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4, the documents referred to below (the “Documents”).
 All capitalized terms not
otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated
as of October 1, 2017, by and among UBS Commercial Mortgage
Securitization Corp., as Depositor, Wells Fargo Bank, National
Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown
Special Servicer,


 



    Exhibit E-1 


     


    

 


Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling
and Servicing Agreement”).


 


	(
)	 	 	 






 


	(
)	 	 	 



 




	(
)	 	 	 



 




	(
)	 	 	 


 


The
undersigned [Master Servicer] [Special Servicer] [Fairmount at Brewerytown Special Servicer] hereby acknowledges and agrees as
follows:


 


(1)       The
[Master
 Servicer] [Special Servicer] [Fairmount at Brewerytown Special
Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes
provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master
 Servicer] [Special Servicer] [Fairmount at Brewerytown Special
Servicer] shall not cause or permit the Documents to become
subject to, or encumbered by, any claims, liens, security interests,
charges, writs of attachment or other impositions nor shall
the [Master Servicer] [Special Servicer] [Fairmount at Brewerytown
Special Servicer] assert or seek to assert any claims or rights
of set-off to or against the Documents or any proceeds thereof except as
 otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master
 Servicer] [Special Servicer] [Fairmount at Brewerytown Special
Servicer] shall return the Documents to the Custodian when
the need therefor no longer exists, unless the Mortgage Loans have been
liquidated or the Mortgage Loans have been paid in full
and the proceeds thereof have been remitted to the Collection Account
except as expressly provided in the Pooling and Servicing
Agreement.


 


(4)       The
Documents
 and any proceeds thereof, including proceeds of proceeds, coming into
the possession or control of the [Master Servicer]
[Special Servicer] [Fairmount at Brewerytown Special Servicer] shall at
all times be earmarked for the account of the Trustee,
and the [Master Servicer] [Special Servicer] [Fairmount at Brewerytown
Special Servicer] shall keep the Documents separate and
distinct from all other property in the [Master Servicer’s] [Special
Servicer’s] [Fairmount at Brewerytown Special
Servicer’s] possession, custody or control.


 


		[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Date:
_________


 



    Exhibit E-2 


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) –


UBS
Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


UBS
Commercial Mortgage Securitization Corp.


1285
Avenue of the Americas


New
York, New York 10019


Attention:
Nicholas Galeone


 


		Re:	Transfer

                                         of UBS Commercial Mortgage
Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C4



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___]
aggregate initial [Certificate Balance][Notional
Amount] in the UBS Commercial Mortgage Trust 2017-C4, Commercial
Mortgage Pass-Through Certificates, Series 2017-C4, Class
[X-E][X-F][X-G][X-NR][E][F][G][NR]
Certificates issued pursuant to that certain Pooling and Servicing
Agreement dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage
Securitization Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a


 



    Exhibit F-1-1 


     


    

 


“Plan”) or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a
Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not
constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser
 understands that if the Purchaser is or becomes a Person referred to in
 1(a) or (b) above, such Purchaser is required
to provide to Certificate Administrator an Opinion of Counsel in form
and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the
meaning of ERISA, Section 4975 of the Code
or any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Certificate Registrar, the Master Servicer,
the Special Servicer, any sub-servicer, the Initial Purchasers, the
Underwriters, the Asset Representations Reviewer, the Operating
Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the
Pooling and Servicing Agreement, which Opinion of Counsel
shall not be at the expense of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Initial
Purchasers, the Underwriters or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very
truly yours,
	 	 
	 	[The Purchaser]






 


	 	By:	 
	 	 	Name:
	 	 	Title:






 


Date:
_________


 



    Exhibit F-1-2 


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS Z and Class R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator


600
South 4th Street, 7th Floor


MAC:
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – UBS Commercial Mortgage Trust 2017-C4


[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]


[______]


Attention:
[______]


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage
Interest] in the UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4, [Class
Z][Class R] Certificates (the “[Class Z][Class R] Certificate”) issued pursuant to that certain Pooling and
Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as Fairmount
at Brewerytown Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection
 with such transfer, the undersigned hereby represents and warrants to
you that, with respect to the [Class Z][Class
R] Certificate, the Purchaser is not and will not become (a) an employee
 benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) or Section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”), or a
governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local
law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”),
 or (b) any person acting
on behalf of any such Plan or using the assets of a Plan (including an
entity whose underlying assets include Plan assets by reason
of


 



    Exhibit F-2-1 


     


    

 


investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA) to purchase such [Class Z][Class R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	Very
truly yours,
	 	 
	 	[The Purchaser]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




Date: _______


 



    Exhibit F-2-2 


     


    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 




    Exhibit G-1


     


    

 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having
an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor")
for
 good and valuable consideration, the receipt and sufficiency of which
are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty,
express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of UBS Commercial
Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4” (the “Assignee"),
 having an office
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
 Trustee UBS 2017-C4, its successors and assigns, all right,
title and interest of the Assignor in and to:


 


That certain mortgage and security
agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
"Security Instrument"), and that certain Promissory
Note (the “Mortgage Note"), for each of the Mortgage
Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit [_],
 and that certain assignment of leases and rents
given in connection therewith and all of the Assignor’s right, title and
 interest in any claims, collateral, insurance policies,
certificates of deposit, letters of credit, escrow accounts, performance
 bonds, demands, causes of action and any other collateral
arising out of and/or executed and/or delivered in or to or with respect
 to the Security Instrument and the Mortgage Note, together
with any other documents or instruments executed and/or delivered in
connection with or otherwise related to the Security Instrument
and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


 




    Exhibit H-1


     


    

 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
 which
are held in the form of a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such
Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
 connection with such request
and in respect of such Certificates, the Transferor does hereby certify
that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance


 





 



 


*       Select
appropriate depository.


 



    Exhibit I-1


     


    

 


with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at
 the time the buy order
was originated, the transferee was outside the United States or the
Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)      the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
 understand that this certificate
is required in connection with certain securities laws of the United
States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee,
 the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations
Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


  


Dated: _______


 


cc: UBS Commercial Mortgage
Securitization Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


     


    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4,
Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
 which
are held in the form of a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
 connection with such request
and in respect of such Certificates, the Transferor does hereby certify
that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing
Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand
 that this certificate is required in connection with certain securities
 laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any
interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of
 the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the
Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	
	 	 	 
		By:	 
	 	 	Name:

                              Title:


 


Dated: ________


 


cc:
UBS Commercial Mortgage Securitization Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2


     


    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
 which
are held in the form of a beneficial interest in the Temporary
Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In
 connection with such request,
and in respect of such Certificates, the Transferor does hereby certify
that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer”


 





 



 


*       Select
appropriate depository.


 



    Exhibit K-1


     


    

 


within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We
 understand that this certificate
is required in connection with certain securities laws of the United
States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee,
 the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations
Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


  


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit K-2


     


    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
 purposes of acquiring a
beneficial interest in a Regulation S Book-Entry Certificate of the
Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary
Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is
not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 





 






 


*       Select,
as applicable.


 






    Exhibit L-1


     


    

 


We
 understand that this certificate
is required in connection with certain securities laws of the United
States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer
 and the Initial Purchasers.


 





		Dated:	 	 





	 	 
	
	 	 	 
		By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate
relates.






 




    Exhibit L-2


     


    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class [__] 



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
 which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP
 No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or
transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry
Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
 connection with such request,
and in respect of such Certificates, the Transferor does hereby certify
that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 





 



 


*       Select
appropriate depository.


 






    Exhibit M-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2) at
 the time the buy order
was originated, the transferee was outside the United States or the
Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2) the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
 understand that this certificate
is required in connection with certain securities laws of the United
States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer
 and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: ________


 


cc: UBS Commercial Mortgage Securitization Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2


     


    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4,
Class [__] 



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
 which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP
 No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
 connection with such request,
and in respect of such Certificates, the Transferor does hereby certify
that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing
Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    

 


[(2)      at
 the time the buy order
was originated, the transferee was outside the United States or the
Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)      the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
 understand that this certificate
is required in connection with certain securities laws of the United
States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer
 and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit N-2


     


    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust Services
(CMBS)


UBS Commercial Mortgage Trust 2017-C4


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class [__] 



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and
among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors,
LLC, as Fairmount at Brewerytown Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
 which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP
 No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
 connection with such request,
and in respect of such Certificates, the Transferor does hereby certify
that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 






    Exhibit O-1


     


    

 


We
 understand that this certificate
is required in connection with certain securities laws of the United
States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer
 and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	
	 	 	 
		By:	 
	 	 	Name:

Title:








 


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit O-2


     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY AND/OR 

THE RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

UBS Commercial Mortgage Trust 2017-C4

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class [_] Certificates 



 


In accordance with the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
        The
undersigned is a Certificateholder, a beneficial owner or prospective
purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or
manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the
Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 



    Exhibit P-1A-1


     


    

 


assisting
 it in making an evaluation in connection with purchasing the related
Certificates,
from its accountants and attorneys, and otherwise from such governmental
 or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or
representatives (collectively, the “Representatives“)
in any manner whatsoever, in whole or in part; provided, however,
 that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the
date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a
Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or
disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned
 shall be fully liable for any breach of the Pooling and Servicing
Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the
Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.


 


7.       The
undersigned
 shall be deemed to have recertified to the provisions herein each time
it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no
obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this
Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 





	 	[_____]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit P-1A-2


     


    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084, 401 South Tryon Street,

        8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2017-C4 Asset Manager

         

        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
	
         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2017-C4

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: UBS 2017-C4 Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com

        (with UBS 2017-C4 in the subject line)

         
	 
	
        Wilmington Trust, National
Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee UBS
2017-C4

        (with a copy via email to

        CMBSTrustee@wilmington.com)

         
	
        AEGON USA Realty Advisors,
LLC

        4333 Edgewood Road NE

        Cedar Rapids, IA 52499-5554

        Attention: Greg Dryden, Senior
Vice

        President, Special Servicing

        Facsimile: (319) 355-8030

         



		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class Certificates



 


In accordance with the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha


 



    Exhibit P-1B-1


     


    

 


Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the
Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an
evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental
 or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or
representatives (collectively, the “Representatives“)
in any manner whatsoever, in whole or in part; provided, however,
 that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the
date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a
Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or
disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned
 shall be fully liable for any breach of the Pooling and Servicing
Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Fairmount
at Brewerytown Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Underwriters, the Initial Purchasers
and the Trust Fund for any loss, liability or expense incurred thereby
with respect to any such breach by the undersigned or any
of its Representatives.


 


6.       At
any
 time the undersigned becomes a Borrower Party with respect to any
Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing
Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and
Servicing Agreement.


 


7.       The
undersigned
 shall be deemed to have recertified to the provisions herein each time
it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no
 obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this
Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 






    Exhibit P-1B-2


     


    

 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 





	 	[_____]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit P-1B-3


     


    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, the risk retention consultation
party and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

UBS Commercial Mortgage Trust 2017-C4

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C4 Asset Manager


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class Certificates 



 


In accordance with the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned
 is a Certificateholder, a beneficial owner or prospective purchaser of
the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the
foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1C-1


     


    

 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned
 is requesting access to the Distribution Date Statement pursuant to the
 Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement,
 or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are
assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and
otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date
Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors,
 partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
 that
the obligations of the undersigned to keep any such Distribution Date
Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement
(with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner
which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned
 shall be fully liable for any breach of the Pooling and Servicing
Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the
Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.


 


7.       The
undersigned
 shall be deemed to have recertified to the provisions herein each time
it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate
Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified
under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1C-2


     


    

 





	 	[_____]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit P-1C-3


     


    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084, 401 South Tryon Street,

        8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2017-C4 Asset Manager

         

        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
	
         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2017-C4

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: UBS 2017-C4 Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com

        (with UBS 2017-C4 in the subject line)

         
	 
	
        Wilmington Trust, National
Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee UBS
2017-C4

        (with a copy via email to

        CMBSTrustee@wilmington.com)

         
	
        AEGON USA Realty Advisors,
LLC

        4333 Edgewood Road NE

        Cedar Rapids, IA 52499-5554

        Attention: Greg Dryden, Senior
Vice

        President, Special Servicing

        Facsimile: (319) 355-8030

         



		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class Certificates 



 


In accordance with the Pooling
and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha


 



    Exhibit P-1D-1


     


    

 


Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with
 respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the
 undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant
 to the provisions of the Pooling and Servicing Agreement]. In
consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the
Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be
otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned
 hereby acknowledges and agrees that it is prohibited from accessing,
reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded
Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its
rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned
 shall be fully liable for any breach of the Pooling and Servicing
Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the
Initial Purchasers and the Trust Fund


 



    Exhibit P-1D-2


     


    

 


for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the
 extent the undersigned receives access to any Excluded Information on
the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be
deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party,
 (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates
involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual
knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain
 sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations
described in clause (i) above.


 


8.       The
undersigned
 shall be deemed to have recertified to the provisions herein each time
it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no
 obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this
Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned
 hereby certifies that an executed copy of this certification in
[paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 





	 	[_____]
	
	 	 	 
		By:	 
	 	 	Name:

Title:


  


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit P-1D-3


     


    




EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084, 401 South Tryon Street,

        8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2017-C4 Asset Manager

 

        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
	
         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2017-C4

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	
        Pentalpha Surveillance
LLC

        375 N. French Road,
Suite 100

        Amherst, New York
14228

        Attention: UBS 2017-C4 Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com

        (with UBS 2017-C4 in the subject line)
	 
	
         

        Wilmington Trust, National
        Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee
UBS 2017-C4

        (with a copy via email
to

        CMBSTrustee@wilmington.com)
	
        AEGON USA Realty Advisors,
LLC

        4333 Edgewood Road
NE

        Cedar Rapids, IA 52499-5554

        Attention: Greg Dryden,
Senior Vice

        President, Special
Servicing

        Facsimile: (319) 355-8030



 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE UBS COMMERCIAL MORTGAGE TRUST 2017-C4, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C4, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE
POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 



    Exhibit P-1E-1


     


    

 


1.            The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.            The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.            As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with
respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.            Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant
 to the provisions of the Pooling and Servicing Agreement]. In
consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the
Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be
otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in


 



    Exhibit P-1E-2


     


    

 


part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.            The
 undersigned hereby acknowledges and agrees that it is prohibited from
accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the
[Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on
the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its
duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


6.            The
 undersigned shall be fully liable for any breach of the Pooling and
Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the
Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.


 


7.            To
 the extent the undersigned receives access to any Excluded Information
on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the
undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the
related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any
of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D)
to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and
 (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations
 described in clause (i) above.


 


8.            The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


9.            The undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has
been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed
above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


10.          The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not


 



    Exhibit P-1E-3


     


    

 


permitted
 to access and shall not access any Excluded Information relating to the
 [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it
has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a
new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.          The
 undersigned agrees to indemnify and hold harmless each party to the
Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or
 liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any
unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded
Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
		By:	  
	 	 	Name:
	 	 	Title:



 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 



    Exhibit P-1E-4


     


    

 





EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED
CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

UBS Commercial Mortgage Trust Series 2017-C4

cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

	
        with a copy to:

         

        Wells Fargo Bank,
National Association,

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention: UBS Commercial Mortgage Trust Series 2017-C4 



 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.           The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.           The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



    Exhibit P-1F-1


     


    

 


3.           The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the UBS Commercial Mortgage Trust 2017-C4 securitization should be revoked as to
such users:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.           The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 	 


Name:

Title:


 



    Exhibit P-1F-2


     


    

 





EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084, 401 South Tryon Street,

        8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2017-C4 Asset Manager

 

        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
	
         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2017-C4

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	
        Pentalpha Surveillance
LLC 

        375 N. French Road,
Suite 100

        Amherst, New York
14228

        Attention: UBS 2017-C4 Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com

        (with UBS 2017-C4 in the subject line)
	 
	
         

        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee
UBS 2017-C4

        (with a copy via email
to

        CMBSTrustee@wilmington.com)

         
	
        AEGON USA Realty Advisors,
LLC

        4333 Edgewood Road
NE

        Cedar Rapids, IA 52499-5554

        Attention: Greg Dryden,
Senior Vice

        President, Special
Servicing

        Facsimile: (319) 355-8030



		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4, Class [__] Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 



    Exhibit P-1G-1


     


    

 


3.       If
the
 undersigned becomes a Borrower Party with respect to any Mortgage Loan
or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing
Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and
Servicing Agreement.


 


4.       [For
use
 with any party other than the initial Directing Certificateholder]The
undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with
the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


	 	[Directing
Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: UBS Commercial Mortgage Securitization Corp.


 



    Exhibit P-1G-2


     


    

 





EXHIBIT P-1H


 


FORM OF CERTIFICATION OF THE RISK RETENTION
CONSULTATION PARTY


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo 

        MAC D1050-084, 401 South Tryon Street,

        8th Floor

        Charlotte, North Carolina 28202

        Attention: UBS 2017-C4 Asset Manager

 

        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
	
         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2017-C4

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	
        Pentalpha Surveillance
LLC

        375 N. French Road,
Suite 100

        Amherst, New York
14228

        Attention: UBS 2017-C4 Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com

        (with UBS 2017-C4 in the subject line)
	 
	
         

        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee
UBS 2017-C4

        (with a copy via email
to

        CMBSTrustee@wilmington.com)
	
        AEGON USA Realty Advisors,
LLC

        4333 Edgewood Road
NE

        Cedar Rapids, IA 52499-5554

        Attention: Greg Dryden,
Senior Vice

        President, Special
Servicing

        Facsimile: (319) 355-8030



 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4



 


In accordance with Section 3.23 of the Pooling and Servicing
Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 



    Exhibit P-1H-1


     


    

 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
 ITS CERTIFICATION HEREOF, the undersigned
shall have caused, or shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date
certified.


 


	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


Dated: [____] [__],
20[__]


 



    Exhibit P-1H-2


     


    

 





EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services UBS 2017-C4


 


		Attention:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017
(the “Pooling and Servicing Agreement”), by and among UBS
Commercial Mortgage Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors,
 LLC, as Special Servicer, AEGON USA Realty Advisors, LLC,
as Fairmount at Brewerytown Special Servicer, Wells Fargo Bank, National
 Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
 as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 



    Exhibit P-2-1


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 



    Exhibit P-2-2


     


    

 





ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with UBS Commercial Mortgage Securitization Corp. (together with its affiliates, the
“Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational,
structural and other information relating to the issuance of the UBS
Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of October 1, 2017 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization
Corp., as Depositor (the “Depositor”), Wells Fargo Bank, National
 Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer and the
assets underlying or referenced by the Certificates, including
the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to
such assets (together, the “Collateral”) to you (the “NRSRO”)
 through the website of Wells
Fargo Bank, National Association, as 17g-5 Information Provider under
the Pooling and Servicing Agreement, including the [section
of the 17g-5 Information Provider’s Website that hosts the Depositor’s
17g-5 website after the Closing Date (as defined
in the Pooling and Servicing Agreement)]. Information provided by each
Furnishing Entity is labeled as provided by the specific
Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information”
 shall include the following
information (irrespective of its source or form of communication,
including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing
Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports,
interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”)
 and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the
Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


was
 or becomes generally
available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative
(as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You
 will use the Confidential
Information solely for the purpose of determining or monitoring a credit
 rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential
Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You
 acknowledge that
you are aware that the United States and state securities laws impose
restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise
(through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this
Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 



    Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use
 information
derived from the Confidential Information in connection with an Intended
 Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law.
 If
you or any NRSRO Representative is requested or required (orally or in
writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar
process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to
provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental
inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or
other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant
Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the
Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do
so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or
other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to
disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable
assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts
 to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the
Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that
 in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other
 remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives
compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are
legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing
 Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole
discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any
document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or
compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the
NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or
other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 



    Exhibit P-2-4


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
 agree promptly
to advise each relevant Furnishing Entity in writing of any
misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to
take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or
unauthorized disclosure or use.


 


You
 acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at
law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed
in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be
entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to
specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law
or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege
hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term.
 Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of
whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive
indefinitely.


 


Governing Law.
 This Confidentiality
Agreement and any claim, controversy or dispute arising under the
Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the
parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to
be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement.
 This Confidentiality
Agreement represents the entire agreement between you and the Furnishing
 Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement
supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if
the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that
specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the
 extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control
notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: David Schell


 



    Exhibit P-2-5


     


    

 





EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services UBS 2017-C4


 


		Attention:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through
Certificates, Series 2017-C4



 


This
 Certification has been prepared
for provision of information to the market data providers listed in
Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like
 access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.




 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2017
(the “Pooling and Servicing Agreement”), by and among UBS
Commercial Mortgage Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors,
 LLC, as Special Servicer, AEGON USA Realty Advisors, LLC,
as Fairmount at Brewerytown Special Servicer, Wells Fargo Bank, National
 Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
 as Operating Advisor and as Asset Representations Reviewer,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


		1.	The
 undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC,
Intex Solutions, Inc.,
BlackRock Financial Management, Inc. Interactive Data Corp., CMBS.com,
Inc., Markit Group Limited, Moody’s Analytics, RealINSIGHT
or Thomson Reuters Corporation, a market data provider that has been
given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com ("CTSLink")
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, 



 



    Exhibit P-3-1


     


    

 


liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 



    Exhibit P-3-2


     


    

 





EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
by
 and among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, AEGON USA Realty
Advisors, LLC, as Fairmount at Brewerytown Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that,
except as noted on the attached Custodial Exception Report, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or for which a Liquidation Event has
 occurred) the Custodian has, subject to Section 2.02(c)
of the Pooling and Servicing Agreement, reviewed the documents delivered
 to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and has determined that (i) subject to the first proviso of
the definition of “Mortgage File” and Section
2.01 of the Pooling and Servicing Agreement, all documents specified in
clauses (i) through (v), (viii), (ix), (xi), (xii) and
(xiii), if any, of the definition of “Mortgage File,” as applicable, are
 in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Seller have
been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan and
(iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with
respect to the items specified in clauses (viii) and (ix)
in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 



    Exhibit Q-1


     


    

 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


UBS Commercial Mortgage Securitization Corp.


1285 Avenue of the Americas


New York, New York 10019


Attention:  Nicholas Galeone


Email: nicholas.galeone@ubs.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 



    Exhibit Q-2


     


    

 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C4 Asset Manager

Email: commercial.servicing@wellsfargo.com


  


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff


Facsimile number: (305) 229-6425


E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah


Facsimile number: (305) 229-6425


E-mail: niral.shah@rialtocapital.com


 


Adam Singer


Facsimile number: (305) 229-6425


E-mail: adam.singer@rialtocapital.com


 


AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE

Cedar Rapids, IA 52499-5554

Attention: Greg Dryden, Senior Vice President, Special Servicing

Facsimile: (319) 355-8030


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services
- UBS 2017-C4


Email:trustadministrationgroup@wellsfargo.com;


cts.cmbs.bond.admin@wellsfargo.com


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


 



    Exhibit Q-3


     


    

 


Attention: CMBS Trustee UBS 2017-C4


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2017-C4 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2017-C4 in the subject line


 


RREF III-D U 2017-C4, LLC


c/o Rialto Capital Management LLC


600 Madison Avenue, 12th Floor


New York, New York 10022


Attention: Josh Cromer 


Fax number: (212) 751-4646


 


RREF III-D U 2017-C4, LLC


c/o Rialto Capital Management LLC


600 Madison Avenue, 12th Floor


New York, New York 10022


Attention: Joseph Bachkosky


Fax number: (212) 751-4646


 



    Exhibit Q-4


     


    

 





EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY – MASTER
SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS Commercial Mortgage Trust 2017-C4 Asset Manager

Telecopy Number: (704) 715-0036


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW
 ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national
banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North
Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee UBS 2017-C4, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of
October 1, 2017 (the “Agreement”), by and among UBS Commercial Mortgage Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”),
 Rialto Capital Advisors,
LLC, as special servicer, AEGON USA Realty Advisors, LLC, as Fairmount
at Brewerytown special servicer, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), the Trustee,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer hereby constitutes and appoints the
Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in
the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“Mortgaged Properties”)
 administered by
the Master Servicer pursuant to the Agreement, to execute and
acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated
transactions described in items 1 through 12 below with respect
to the Mortgage Loans and Mortgaged Properties; provided, however, that
the documents described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or
permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the
Agreement.


 


1.             The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 



    Exhibit R-1-1


     


    

 


2.             The
 modification or re-recording of a Mortgage or deed of trust, where said
 modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to
the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided
that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust
as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.             The
 subordination of the lien of a Mortgage or deed of trust to an easement
 in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall
include, without limitation, the execution of partial
satisfactions/releases,
partial reconveyances or the execution or requests to trustees to
accomplish same.


 


4.             The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as
real estate owned, or conveyance of title to real estate owned.


 


5.             The completion of loan assumption agreements.


 


6.             The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.             The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the
Mortgage Loan secured and evidenced thereby.


 


8.             The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.             The
 full enforcement of and preservation of the Trustee’s interests in the
Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to,
foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the
termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or
proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the
pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following
 acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 



    Exhibit R-1-2


     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the
 preparation and execution of such other documents and performance of
such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state
 law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.           With
 respect to the sale of property acquired through a foreclosure or
deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.           The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.           The execution and delivery of the following:


 


		a.	any
 and all financing statements, continuation statements and other
documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other
security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
 and all assumptions, modifications, waivers, substitutions, extensions,
 amendments, consents
to transfers of interests in borrowers, consents to any subordinate
financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership
interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or 



 



    Exhibit R-1-3


     


    

 


condemnation
 awards to the restoration of the related Mortgaged Property, REO
Property
or otherwise, documents relating to the management, operation,
maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any
borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the
replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder
of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or
other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral
that now secures or hereafter may secure any Mortgage Loan
and any other consents.


 


The
 undersigned gives
said Attorney-in-Fact full power and authority to execute such
instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under
this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said
Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing
 contained herein
shall: (i) limit in any manner any indemnification provided to the
Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be
construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington
Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit,
litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of
same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or


 



    Exhibit R-1-4


     


    

 


disbursements
 of any kind or
nature whatsoever incurred by reason or result of the negligent use, or
negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the
termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the
Agreement.


 


This
 Limited Power of
Attorney is entered into and shall be governed by the laws of the State
of New York, without regard to conflicts of law principles
of such state.


 


Third
 parties without
actual notice may rely upon the exercise of the power granted under this
 Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and
has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN
 WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for UBS Commercial Mortgage
Trust 2017-C4 has caused its corporate seal to be hereto affixed
and these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this ___________
day of ____________.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee for UBS Commercial Mortgage Trust 2017-C4
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





	 	Prepared
by:
	 	 	 
	 	 	Name:



 


Witness:


 


____________________


 


Witness:


 


_____________________


 



    Exhibit R-1-5


     


    

 


	STATE
OF DELAWARE     	)
	 	)     ss.:
	COUNTY OF	)


 


On
 ____________________,
before me, _________________________________ Notary Public, personally
appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 


	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 



    Exhibit R-1-6


     


    

 





EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY – SPECIAL
SERVICER


 


RECORDING REQUESTED BY:


 


[Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff


Facsimile number: (305) 229-6425


E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah


Facsimile number: (305) 229-6425


E-mail: niral.shah@rialtocapital.com


 


Adam Singer


Facsimile number: (305) 229-6425


E-mail: adam.singer@rialtocapital.com]


 


[AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE

Cedar Rapids, IA 52499-5554

Attention: Greg Dryden, Senior Vice President, Special Servicing

Facsimile: (319) 355-8030]


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW
 ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association,
incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington,
Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of October 1, 2017 (the “Agreement”) by and among
UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), AEGON USA Realty


 



    Exhibit R-2-1


     


    

 


Advisors, LLC, as Fairmount
at Brewerytown special servicer (the “Fairmount at Brewerytown Special Servicer”),
 Wells Fargo Bank, National
Association, as certificate administrator, the Trustee and Pentalpha
Surveillance LLC, as operating advisor and as asset representations
reviewer, relating to the UBS Commercial Mortgage Trust 2017-C4,
Commercial Mortgage Pass-Through Certificates, Series 2017-C4,
hereby constitutes and appoints the [Special Servicer][Fairmount at
Brewerytown Special Servicer], by and through the [Special
Servicer’s][Fairmount at Brewerytown Special Servicer’s] officers, the
Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in
 connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [Special Servicer][Fairmount at Brewerytown Special Servicer] and all properties (“REO
Properties”) administered by the [Special Servicer][Fairmount at
Brewerytown Special Servicer] pursuant to the Agreement,
to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items 1 through
12 below with respect to the Mortgage Loans and REO Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
modification or re-recording of a Mortgage or deed of trust, where said
modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to
the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided
that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as
insured and (ii) otherwise conforms to the provisions of
the Agreement.



 


		3.	The
subordination of the lien of a Mortgage or deed of trust to an easement
in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall
include, without limitation, the execution of partial
satisfactions/releases,
partial reconveyances or the execution or requests to trustees to
accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 



    Exhibit R-2-2


     


    

 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



  


		9.	The
full enforcement of and preservation of the Trustee’s interests in any
Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking
 title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or
receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation,
prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any
such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property,
and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and
 all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;



  


		b.	the preparation and issuance of statements of breach
or non-performance;



 


		c.	the preparation and filing of notices of default and/or
notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or
notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



  


		f.	the filing, prosecution and defense of claims, and to
appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all
other documents necessary to initiate, prosecute and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable,
of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title
actions;



 


		i.	the creation of a wholly-owned entity of the Trust for
purposes of holding foreclosed property; and



 



    Exhibit R-2-3


     


    

 


		j.	the
 preparation and execution of such other documents
and performance of such other actions as may be necessary under the
terms of the Mortgage, deed of trust or state law to expeditiously
complete said transactions in paragraphs 8.a. through 8.h. above.



 


		10.	With
 respect to the sale of property acquired through a foreclosure or
deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit
 claim deeds or any other deed causing the transfer of title of the
property to a party contracted to purchase
same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



  


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 





		a.	any
 and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document
in the related Mortgage File or the related Mortgaged Property and other
 related collateral;



 


		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured
by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower,
consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property, REO Property or otherwise, documents relating to the 



 



    Exhibit R-2-4


     


    

 


management,
 operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties,
documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental
arrangements, management agreements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or
zoning requirements with respect to the Mortgaged Properties or REO
Properties, instruments relating to the custody of any collateral
that now secures or hereafter may secure any Mortgage Loan and any other
 consents; and


 


		d.	any and all documents, instruments and certifications
as are reasonably necessary to complete or accomplish the [Special Servicer’s][Fairmount at Brewerytown Special Servicer’s]
duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and
thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as
 the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of
the date set forth below.


  


This
appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or
powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely
 to the extent that the [Special Servicer][Fairmount at
Brewerytown Special Servicer] has the power to delegate its rights or
obligations under the Agreement, the [Special Servicer][Fairmount
at Brewerytown Special Servicer] also has the power to delegate the
authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of
performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary
for such purpose. The [Special Servicer’s][Fairmount
at Brewerytown Servicer’s] attorneys-in-fact shall have no greater
authority than that held by the [Special Servicer][Fairmount
at Brewerytown Special Servicer].


 


Nothing
 contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit
in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the [Special
Servicer][Fairmount at Brewerytown Special Servicer] the power
to initiate or defend any suit, litigation or proceeding in the name of
Wilmington Trust, National Association except as specifically
provided for herein. If the [Special Servicer][Fairmount at Brewerytown
Special Servicer] receives any notice of suit, litigation
or proceeding in the name of Wilmington Trust, National Association,
then the [Special Servicer][Fairmount at Brewerytown Special
Servicer] shall promptly forward a copy of same to the Trustee.


 



    Exhibit R-2-5


     


    

 


This
limited power of attorney is not intended to extend the
powers granted to the [Special Servicer][Fairmount at Brewerytown
Special Servicer] under the Agreement or to allow the [Special
Servicer][Fairmount at Brewerytown Special Servicer] to take any action
with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


 


The
[Special Servicer][Fairmount at Brewerytown Special Servicer]
hereby agrees to indemnify and hold the Trustee and its directors,
officers, employees and agents harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever incurred by reason or result of the negligent
use, or negligent or willful misuse, of this Limited Power
of Attorney by the [Special Servicer][Fairmount at Brewerytown Special
Servicer]. The foregoing indemnity shall survive the termination
of this Limited Power of Attorney and the Agreement or the earlier
resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third
 parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for UBS Commercial Mortgage Trust 2017-C4, has caused its
corporate seal to be hereto affixed and these presents to
be signed and acknowledged in its name and behalf by a duly elected and
authorized signatory this ___________ day of ____________.


 


	 	 	Wilmington Trust, National
Association, as Trustee for UBS Commercial Mortgage Trust 2017-C4
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 


 



    Exhibit R-2-6


     


    

 


	STATE
    OF DELAWARE	)	 
	 	)	ss.:
	COUNTY
    OF	)	 


 


On
 ____________________,
before me, _________________________________ Notary Public, personally
appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.


 


 





	Notary
    signature	 	 


 



    Exhibit R-2-7


     


    

 


EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS 


 


	Loan	Companion Holder
	The District	
        NOTE A-1, NOTE A-2, NOTE A-3, NOTE A-5 AND NOTE A-5:

         

        NOTICE ADDRESS:

         

        UBS AG, by and through its branch office at 1285

Avenue of
the Americas, New York, New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

         

        with a copy to: 

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

        

	Fairmount at Brewerytown	
        NOTE A-1, NOTE A-2 AND JUNIOR NOTEHOLDER:

         

        NOTICE ADDRESS:

         

        UBS AG

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

         

        with a copy to:



Chad Eisenberger, Esq.

UBS Business Solutions LLC

153 West 51st Street

        New York, New York 10019

Email: chad.eisenberger@ubs.com

Telephone No.: (212) 821-4885

	50 Varick Street Whole Loan	
        NOTE A-1, NOTE A-2 AND NOTE A-3:

         

        NOTICE ADDRESS:

         

        Ladder Capital Finance LLC




 






    Exhibit S-1


     


    

 


	 	
        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Mark Ableman

         

        with a copy to:

         

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Kelly Porcella

         

        with a copy to:

         

        Stroock & Stroock & Lavan LLP

        180 Maiden Lane

        New York, NY 10038

        Attention: William Campbell, Esq.

         

        with a copy to:

         

        Wells Fargo Bank National Association

        Commercial Mortgage Servicing

        MAC D1086-120

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: Asset Management-Brian Warman

	Meridian Sunrise Village	
        NOTE A-1, NOTE A-2 AND NOTE A-3:

         

        NOTICE ADDRESS:

         

        UBS AG, by and through its branch office at 1285

Avenue of the Americas, New York, New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

         

        with a copy to: 

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com

	Bank of America Office Campus Building 600	
        NOTE A-1 AND NOTE A-2:

         

        NOTICE ADDRESS:

         

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor




 






    Exhibit S-2


     


    

 


	 	
        New York, New York 10154

        Attention: Mark Ableman

         

        with a copy to:

         

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Kelly Porcella

         

        with a copy to:

         

        Wells Fargo Bank National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Asset Management

        

	Macedonia Commons Whole Loan	
        NOTE A-1 AND NOTE A-2:

         

        NOTICE ADDRESS:

         

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Mark Ableman

         

        with a copy to:

         

        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Kelly Porcella

         

        with a copy to:

         

        Wells Fargo Bank National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Asset Management

         

	DoubleTree Berkeley Marina	
        NOTE A-1-1, NOTE A-1 AND NOTE A-1-3:

         

        NOTICE ADDRESS:

         

        UBS AG, by and through its branch office at 1285

Avenue of the Americas, New York, New York




 






    Exhibit S-3


     


    

 


	 	
        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

         

        with a copy to: 

        

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

         

        NOTE A-2:

         

        NOTICE ADDRESS:

         

        Argentic Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

         

        with a copy to:

         

        Argentic Real Estate Finance LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Ryan Supple




 



    Exhibit S-4


     


    

 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE
LOANS


 


[FOR 237 PARK AVENUE:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: MSSG Trust 2017-237P Asset Manager


Facsimile: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to be sent contemporaneously via email to:


 


cts.cmbs.bond.admin@wellsfargo.com


 


and to


 


trustadministrationgroup@wellsfargo.com


 


with a copies to:


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


Attention: CMBS Trustee MSSG 2017-237P


Email: CMBSTrustee@wilmingtontrust.com


Facsimile No.: (302) 636-4140


 


Wells Fargo Bank, National Association


Legal Department, D1053-300


301 South College Street, 30th Floor


Charlotte, North Carolina 28202


Attention: Commercial Mortgage Servicing Legal Support


Facsimile number: (704) 383-0353


Reference: MSSG Trust 2017-237P


 


K&L Gates LLP


Hearst Tower


214 North Tryon Street


Attention: Stacy G. Ackermann


Reference: MSSG 2017-237P


Fax Number: (704) 353-3190


Email: stacy.ackermann@klgates.com]


 


[FOR PARK WEST VILLAGE:


 






    Exhibit T-1


     


    

 


Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565]


 


[FOR 245 PARK AVENUE:





Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


401 S. Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: JPMCC 2017-245P Asset Manager


Facsimile: (704) 715-0036


Email: commercial.servicing@wellsfargo.com]



 


[FOR JW MARRIOTT CHICAGO:


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Michael Tilden


Facsimile: 877-379-1625


Email: michael_a_tilden@keybank.com]


 


[FOR TZA MULTIFAMILY PORTFOLIO I:


Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565]


 


[FOR DEL AMO FASHION CENTER:


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Michael Tilden


Facsimile: 877-379-1625


Email: michael_a_tilden@keybank.com]


 


VIA [EMAIL]


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, 

Commercial Mortgage Pass-Through Certificates, Series 2017-C4 



 


Ladies and Gentlemen:


 


As you know, [_____], acts as
the master servicer (the “Lead Servicer”) for the whole loan secured by the mortgaged property identified as
[NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling and servicing agreement relating to the
[_____]


 



    Exhibit T-2


     


    

 


securitization trust (the “PSA”). This is to inform you that one or more of the promissory notes related
to the Subject Whole Loan (the “Subject Mortgage Loan”) has been transferred to UBS Commercial Mortgage Trust
2017-C4 pursuant to that certain Pooling and Servicing Agreement, dated October 1, 2017 (the “2017-C4 Pooling and Servicing
Agreement”) by and among UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “2017-C4 Master Servicer”), Rialto Capital Advisors, LLC, as special
servicer, AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown Special Servicer, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “2017-C4 Certificate Administrator”), Wilmington Trust,
National Association, as trustee (the “2017-C4 Trustee”), and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer, and that the 2017-C4 Trustee is the holder of the Subject Mortgage Loan.


 


The
 undersigned, as 2017-C4 Certificate
Administrator, hereby directs you, in your capacity as the Lead Servicer
 of the Subject Whole Loan, to remit to the 2017-C4 Master
Servicer all amounts payable to, and forward, deliver or otherwise make
available, as the case may be, to the 2017-C4 Master Servicer
all reports, statements, documents, communications, and other
information that are to be forwarded, delivered or otherwise made
available to, the holder of the Subject Mortgage Loan under the related
Intercreditor Agreement (as such term is defined in the
2017-C4 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage Loan is
not a Significant Obligor (as such term is defined in the 2017-C4 Pooling and Servicing Agreement) under the 2017-C4 Pooling and
Servicing Agreement


 


Thank you for your attention
to this matter.




 






    Exhibit T-3


     


    

 


Date: _________________________


 





	 	Wells
 Fargo Bank, National Association,
as Certificate Administrator for the Holders of the UBS Commercial
Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit T-4


     


    

 


cc:



[Non Serviced Whole Loan Master Servicer Copied Address]


 




    Exhibit T-5


     


    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


[INSERT ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of October 1, 2017 (the “Pooling and Servicing Agreement”), by
 and among UBS Commercial Mortgage Securitization
Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown Special
Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer.



 


		Date:	_________, 20___



 






    Exhibit U-1


     


    

 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

         ____________________



 


Reference is made to the Pooling
and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


 


As Master Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a full defeasance of the entire
principal balance of the Mortgage Loan; or


 


____ a partial defeasance of a portion
of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______% of the
entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)        The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)      The
defeasance
 collateral consists of securities that (i) constitute “government
securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii)
are listed as “Qualified Investments for ’AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in
Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they
include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or
early redemption.


 


(iv)      The
Master
 Servicer received an opinion of counsel (from counsel approved by the
Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2


     


    

 


(v)      The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”))
 or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization
documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and
after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the
pool.


 


(vi)     The
defeasance
 documents require the crediting of the defeasance collateral to an
Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is
maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)    The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance
collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents
evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged
securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the
 Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment
from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the
securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the
existence of the Defeasance Obligor.


 


(viii)    The
Master
 Servicer received written confirmation from a firm of independent
certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that
(i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be
sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or
the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its
 Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the
 Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage
Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 






    Exhibit U-3


     


    

 


(ix)       The
Mortgage
 Loan is not among the ten (10) largest loans in the pool as of the date
 of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of
defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance
of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
Master
 Servicer has received opinions of counsel stating that the Trustee on
behalf of the Trust possesses a valid, perfected first
priority security interest in the defeasance collateral and that the
documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify that the individual
under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing Officer
as of the date of the defeasance described above.


 


(e)       Certify
that
 it has provided the required notices to, and obtained the required
consents of, the related Mortgage Loan Seller in accordance
with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(f)       Agree to provide copies
of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN WITNESS WHEREOF, the Master
Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[________________]

as Master Servicer
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit U-5


     


    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR ANNUAL
REPORT1


 


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
October 1, 2017 (the “Pooling and Servicing Agreement”). 

Transaction: UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4 

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Rialto Capital Advisors, LLC

Fairmount at Brewerytown Special Servicer: AEGON USA Realty Advisors, LLC

Directing Certificateholder: RREF III-D U 2017-C4, LLC


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans
were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as
part of the development of an Asset Status Report.



 


		b.	Asset
 Status Reports were issued with respect to [●] of such Specially
Serviced Loans. This
report is based only on the Specially Serviced Loans in respect of which
 an Asset Status Report has been issued. The Asset Status
Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based
 on the requirements and
qualifications set forth in the Pooling and Servicing Agreement, as well
 as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the
Pooling and Servicing Agreement) has undertaken a limited
review of the [Special Servicer’s][Fairmount at Brewerytown Special
Servicer’s] reported actions on the loans identified
in this report. Based solely on such limited review and subject to the
assumptions, limitations and qualifications set forth herein,
the Operating Advisor believes, in its sole discretion exercised in good
 faith, that the [Special Servicer][Fairmount at Brewerytown
Special Servicer] [is/is not] operating in compliance with the Servicing
 Standard with respect to its performance of its duties
under the Pooling and Servicing Agreement during the prior calendar year
 on a “platform-level basis”. [The Operating
Advisor believes, in its sole discretion exercised in good faith, that
the [Special


 





 



 


1
This report is an
indicative report and does not reflect
the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter
the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement,
including, without limitation, provisions relating to Privileged
Information.


 



    Exhibit V-1


     


    

 


Servicer][Fairmount at Brewerytown Special
Servicer] has failed to materially comply with the Servicing Standard as a result of the following material deviations.]


 


		●	[LIST OF MATERIAL DEVIATION ITEMS]



 


In addition, the Operating Advisor
notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF REPLACEMENT
OF SPECIAL SERVICER, IF APPLICABLE]


 


In connection with the assessment set forth in
this report, the Operating Advisor:


 


		1.	Reviewed
 the Asset Status Reports, the Special Servicer’s assessment of
compliance report, attestation
report by a third party regarding the Special Servicer’s compliance with
 its obligations and non-discretionary portions of
net present value calculations and Appraisal Reduction Amount
calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[●] Specially Serviced Loans: [List related mortgage loans]



 


		2.	Consulted
 with the Special Servicer as provided under the Pooling and Servicing
Agreement. The Operating
Advisor’s analysis of the Asset Status Reports (including related
non-discretionary portions of net present value calculations
and Appraisal Reduction Amount calculations) related to the Specially
Serviced Loans should be considered a limited investigation
and not be considered a full or limited audit, legal review or legal
opinion. For instance, we did not re-engineer the quantitative
aspects of their net present value calculator, visit any property, visit
 the Special Servicer, visit the Directing Certificateholder
or interact with any borrower. In addition, our review of the net
present value calculations and Appraisal Reduction Amount calculations
is limited to the mathematical accuracy of the calculations and the
corresponding application of the non-discretionary portions
of the applicable formulas, and as such, does not take into account the
reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


In rendering our assessment herein,
we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During
 the prior year, the Operating Advisor consulted with the Special
Servicer regarding its
strategy plan for a limited number of issues related to the following
Specially Serviced Loans: [LIST]. The Operating Advisor participated
in discussions and made strategic observations and recommended
alternative courses of action to the extent it deemed such observations
and recommendations appropriate. The Special Servicer [agreed with/did
not agree with] the material recommendations 



 






    Exhibit V-2


     


    

 


made
by the Operating Advisor. Such recommendations generally included the following: [LIST].


 


		3.	Appraisal Reduction Amount calculations and non-discretionary portions of net present value calculations.



 


		4.	The
 Operating Advisor [received/did not receive] information necessary to
recalculate and verify
the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal
Reduction Amount or net present value calculations used in the
special servicer’s determination of what course of action to take in
connection with the workout or liquidation of a Specially
Serviced Loan prior to the utilization by the special servicer.



 


		a.	The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After
consultation with the special servicer to resolve any inaccuracy in the
mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at
those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


NOTE:
 The Operating Advisor’s
review of the above materials should be considered a limited review and
not be considered a full or limited audit. For instance,
we did not review each page of the Special Servicer’s policy and
procedure manuals (including amendments and appendices),
review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value
calculation, visit any related property, visit the [Special
Servicer][Fairmount at Brewerytown Special Servicer], visit the
Directing
Certificateholder or interact with any borrower. In addition, our review
 of the net present value calculations and the corresponding
application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness
of the discretionary portions of such formulas.


 


		IV.	Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions
Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report
on instances of non-compliance with, or deviations from, the Servicing Standard or the [Special Servicer’s][Fairmount at
Brewerytown Special Servicer’s] obligations under the Pooling and Servicing Agreement that the Operating Advisor determines,
in its sole discretion exercised in good faith, to be immaterial.



 






    Exhibit V-3


     


    

 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this
assessment have been executed by persons with legal capacity to execute such documents.



  


		3.	Other
 than the receipt of any Asset Status Report that is delivered or made
available to the Operating
Advisor pursuant to the terms of the Pooling and Servicing Agreement,
the Operating Advisor did not participate in, or have access
to, the [Special Servicer’s][Fairmount at Brewerytown Special
Servicer’s] and Directing Certificateholder’s discussion(s)
regarding any Specially Serviced Loan. The Operating Advisor does not
have authority to speak with the Directing Certificateholder
or borrower directly. As such, the Operating Advisor relied upon the
information delivered to it by the [Special Servicer][Fairmount
at Brewerytown Special Servicer] as well as its interaction with the
[Special Servicer][Fairmount at Brewerytown Special Servicer],
if any, in gathering the relevant information to generate this report.
The services that we perform are not designed and cannot
be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The
 [Special Servicer][Fairmount at Brewerytown Special Servicer] has the
legal authority and responsibility
to service any Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein or direct the
actions of the [Special Servicer][Fairmount at Brewerytown
Special Servicer].



 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced
Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result,
this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve
changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		7.	The
 Operating Advisor is not empowered to speak with any investors
directly. If the investors have
questions regarding this report, they should address such questions to
the certificate administrator through the certificate administrator’s
website.



 


		8.	This
 report does not constitute recommendations to buy, sell or hold any
security, nor does the
Operating Advisor take into account market prices of securities or
financial markets generally when performing its limited review
of the [Special Servicer][Fairmount at Brewerytown Special Servicer] as
described above. The Operating Advisor does not have a
fiduciary relationship with any Certificateholder



 






    Exhibit V-4


     


    

 


	 	 	or any other party or individual. Nothing is intended to or should be construed
as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.



 


Terms used but not defined herein have the meaning
set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-5


     


    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of THE Special Servicer


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee UBS 2017-C4


 


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services: UBS 2017-C4




 


[Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller


Facsimile number: (305) 229-6425


E-mail: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff


Facsimile number: (305) 229-6425


E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah


Facsimile number: (305) 229-6425


E-mail: niral.shah@rialtocapital.com


 


Adam Singer


Facsimile number: (305) 229-6425


E-mail: adam.singer@rialtocapital.com]


 


[AEGON USA Realty Advisors, LLC


4333 Edgewood Road NE


Cedar Rapids, IA 52499-5554


Attention: Greg Dryden, Senior Vice
President, Special Servicing


Facsimile: (319) 355-8030]


 






    Exhibit W-1


     


    

 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4,


Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
by
 and among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, AEGON USA Realty
Advisors, LLC, as Fairmount at Brewerytown Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of UBS Commercial Mortgage
Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series
2017-C4 (the “Certificates”) regarding
the replacement of the Special Servicer. Capitalized terms used and not
otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
 upon our review of the
[Special Servicer’s][Fairmount at Brewerytown Special Servicer’s]
operational practices conducted pursuant to and in
accordance with Section 3.26 of the Pooling and Servicing Agreement, it
is our assessment that [Rialto Capital Advisor, LLC][AEGON
USA Realty Advisors, LLC], in its current capacity as [Special
Servicer][Fairmount at Brewerytown Special Servicer], is not [performing
its duties under the Pooling and Servicing Agreement][acting in
accordance with the Servicing Standard]. The following factors
support our assessment: [________].


 


Based
 upon such assessment, we
further hereby recommend that [Rialto Capital Advisor, LLC][AEGON USA
Realty Advisors, LLC] be removed as [Special Servicer][Fairmount
at Brewerytown Special Servicer] and that [________] be appointed its
successor in such capacity.


 





	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 
	 	By: 	 
	Dated:	 	Name:
Title:


 




    Exhibit W-2


     


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C4 Asset Manager

Email: commercial.servicing@wellsfargo.com]


 


[Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff


Facsimile number: (305) 229-6425


E-mail: jeff.krasnoff@rialtocapital.com


 


Niral Shah


Facsimile number: (305) 229-6425


E-mail: niral.shah@rialtocapital.com


 


Adam Singer


Facsimile number: (305) 229-6425


E-mail: adam.singer@rialtocapital.com]


 


[AEGON USA Realty Advisors, LLC

4333 Edgewood Road NE

Cedar Rapids, IA 52499-5554

Attention: Greg Dryden, Senior Vice President, Special Servicing

Facsimile: (319) 355-8030]


 


		Re:	Access to Certain Information Regarding UBS Commercial Mortgage Trust 2017-C4,
Commercial Mortgage Pass-Through Certificates, Series 2017-C4



 






    Exhibit X-1


     


    

 





[_____] [__], 20[__]

Page 2


 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Pooling
and Servicing Agreement dated as of October 1, 2017 (the “Pooling and
Servicing Agreement"), among the UBS Commercial Mortgage
Securitization Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer. Defined
terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association (“Wells
Fargo”)/Rialto Capital Advisors, LLC (“Rialto Capital”)/AEGON USA Realty Advisors, LLC (“AEGON”)]
understands that [____] (the “Company")
 is requesting
certain confidential or non-public information relating to the Mortgage
Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing
asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose").
The
 Company agrees that the Permitted Purpose shall not include the use or
disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and
Servicing Agreement or the related mortgage loan documents.


 


[Wells Fargo/Rialto Capital/AEGON] will provide
the Company with certain confidential, non-public servicing information (the “Confidential
Information") pertaining to the Mortgage Loans and the
related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be
based upon information provided to [Wells Fargo/Rialto Capital/AEGON]
by third parties, (b) may not have been verified by [Wells Fargo/Rialto
Capital/AEGON], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/Rialto Capital/AEGON], the [“Master Servicer”/“Special Servicer”/“Fairmount
at Brewerytown Special Servicer”] (as defined in the Pooling and
Servicing Agreement) and its respective Representatives
(as defined below) shall not have any liability to the Company or its
Representatives resulting from (x) any inaccuracies or omissions
in the Confidential Information, (y) any use of the Confidential
Information, or (z) [Wells Fargo/Rialto Capital/AEGON]’s
failure or inability to provide the Confidential Information to the
Company for any reason. Notwithstanding the foregoing, the
following will not constitute “Confidential Information"
for purposes of this letter agreement: (a) information that was already
in Company’s possession prior to its receipt from
[Wells Fargo/Rialto Capital/AEGON]; (b) information that is obtained by
Company from a third person who, insofar as is known to
Company, is not prohibited from transmitting the information to Company
by a contractual, legal or fiduciary obligation to [Wells
Fargo/Rialto Capital/AEGON]; (c) information that is or becomes publicly
 available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and
 legal counsel (which may be internal counsel) of that
entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo/Rialto Capital/AEGON]’s election): (i) responses to reasonable written inquiries received
from the


 



    Exhibit X-2


     


    

 





[_____] [__], 20[__]

Page 3


 


Company,
 (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo/Rialto Capital/AEGON]’s
surveillance group, or (iii) direct on-line access (read-only capacity)
to the information available on the applicable [____] system
or any successor or replacement system ("System").
 [Wells
Fargo/Rialto Capital/AEGON] may cease or defer providing the Company
with Confidential Information in the event that (a) the Company
or its Representatives violate any provision hereof, or (b) [Wells
Fargo/Rialto Capital/AEGON] determines (in its sole discretion)
that such termination is necessary for any reason, including its
determination that such action is required pursuant to the terms
of the Pooling and Servicing Agreement, the related Mortgage Loan
documents, or any applicable law. [Wells Fargo/Rialto Capital/AEGON]
shall cease to provide the Company with Confidential Information if
[Wells Fargo/Rialto Capital/AEGON] has actual knowledge that
the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan documents and [Wells Fargo/Rialto Capital/AEGON]
determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing
Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder
shall survive the termination of the Company’s access
to the Confidential Information. [Wells Fargo/Rialto Capital/AEGON]’s
remedies hereunder, at law or at equity, are cumulative
and may be combined.


 


The
 Company agrees that it will not, and it shall
not permit its Representatives, to disclose the Confidential Information
 in any manner whatsoever to any other person or entity,
other than its Representatives (but only to the extent necessary to
accomplish the Permitted Purpose) who have a need to know the
information, or as otherwise required by applicable law, court order or
any governmental agency or regulator. The Company acknowledges
(i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it
or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The
Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep
the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its
Representatives. Notwithstanding the foregoing, the Company may
subsequently
provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This
 letter agreement shall be governed by and
construed in accordance with the laws of the State of New York without
the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/Rialto
Capital/AEGON] intends at all times to comply with the terms and
provisions
of the Pooling and Servicing Agreement and nothing in this letter
agreement should be construed to limit or qualify any of [Wells
Fargo/Rialto Capital/AEGON]’s rights or obligations under the Pooling
and Servicing Agreement. This letter agreement may
be executed in counterparts and by facsimile/Portable Document Format
(PDF); each such counterpart shall be deemed to be an original
instrument, and all such counterparts together shall constitute one
agreement.


 






    Exhibit X-3


     


    

 





[_____] [__], 20[__]

Page 4


 







This
 agreement shall terminate with respect to
the information received by the Company one year after the Company
receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and
survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the
System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-4


     


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	Very truly yours,
	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By: 	 
	 	 	Name:
Title: ]


 





	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 
	 	By: 	 
	 	 	Name:
Title: ]


 





	 	[AEGON USA REALTY ADVISORS, LLC
	 	 
	 	By: 	 
	 	 	Name:
Title: ]


 


CONFIRMED AND AGREED TO:


 


[COMPANY NAME]


 





	By: 	 	 
	 	Name:

Title:	 



 



 




    Exhibit X-5


     


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION



 


I, [identify the certifying individual],
certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of UBS Commercial Mortgage Trust 2017-C4 (the “Exchange
Act periodic reports");



 


		2.	Based
 on my knowledge, the Exchange Act periodic reports, taken as a whole,
do not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based
 on my knowledge and the servicer compliance statements required in this
 report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act
periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All
 of the reports on assessment of compliance with servicing criteria for
asset-backed securities
and their related attestation reports on assessment of compliance with
servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation
 AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
 Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC as Special
 Servicer, AEGON USA Realty Advisors, LLC, as Fairmount
at Brewerytown Special Servicer, Wells Fargo Bank, National Association,
 as Certificate Administrator, Wilmington Trust, National
Association as Trustee, Pentalpha Surveillance LLC, as Operating Advisor
 and as Asset Representations Reviewer;


 


(B) [List other applicable reporting
servicers]]


 






    Exhibit Y-1


     


    

 





	Date:	 	 



 





 





	Executive Director

UBS Commercial Mortgage Securitization Corp.

(Senior officer in charge of the securitization of the depositor)	 



 




    Exhibit Y-2


     


    

 


EXHIBIT Y-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


UBS COMMERCIAL MORTGAGE TRUST 2017-C4 (the “Trust”)


 


The
 undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of October 1, 2017 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization
Corp., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown special servicer (the “Fairmount at Brewerytown Special Servicer”)
Wilmington Trust, National Association, as trustee (the “Trustee”),
 the Certificate Administrator, and Pentalpha
Surveillance LLC, as operating advisor and as asset representations
reviewer, certifies to [_______], the Depositor, each Other
Depositor and each Other Certificate Administrator with respect to a
securitization of a Serviced Companion Loan and their respective
officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the
knowledge and intent that the applicable Certification Parties
will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”);



 


		2.	To
 my knowledge, the Reports taken as a whole, do not contain any untrue
statement of a material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the
Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I
 am responsible for reviewing the activities performed by the
Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the
compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K
pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its
obligations in all material respects under the Pooling and Servicing
Agreement; and



 






    Exhibit Y-1-1


     


    

 


		5.	The
 report on assessment of compliance with servicing criteria applicable
to the Certificate Administrator
for asset-backed securities with respect to the Certificate
Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment
of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period
 in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for
inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the
Depositor for disclosure in such annual report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Fairmount at Brewerytown Special Servicer, the Depositor, the Trustee and/or the
Custodian.


 


Capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 





	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By: 	 
	 	 	Name:
Title:]


 







    Exhibit Y-1-2


     


    

 


Exhibit
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown
special servicer (the “Fairmount at Brewerytown Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf
of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other
Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates,
and with the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the
accuracy of the statements required to be made by
                                         each Special Servicer in the
special servicer backup certificate delivered by each Special
                                         Servicer relating to the
Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”)
required to be submitted by the Master Servicer
                                         to the Certificate
Administrator pursuant to Sections 3.12(b) and (d) of the Pooling
                                         and Servicing Agreement for
inclusion in the annual report on Form 10-K for the Relevant
                                         Period and inclusion in all
reports on Form 10-D or Form 8-K have been submitted by the
                                         Master Servicer to the
Certificate Administrator for inclusion in these reports;



 


		2.	Based

                                         on my knowledge, and assuming
the accuracy of the statements required to be made by each
                                         Special Servicer in the special
 servicer backup certificate delivered by each Special
                                         Servicer relating to the
Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken
as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a
 material fact necessary to make the statements made,
                                         in light of the circumstances
under which such statements were made, not misleading with
                                         respect to the period covered
by these reports;



 


		3.	I
                                         am, or a Servicing Officer
under my supervision is, responsible for reviewing the activities
                                         performed by the Master
Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the
annual compliance reviews conducted in preparing the servicer
                                         compliance statements required
to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion on Form
 10-K pursuant to Item 1123



 






    Exhibit Y-2-1 


     


    

 


			of

                                         Regulation AB with respect to
the Master Servicer, and except as disclosed in the compliance
                                         certificate delivered by the
Master Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material
respects during the Relevant Period;




 


		4.	The

                                         accountants that are to deliver
 the annual attestation report on assessment of compliance
                                         with the Relevant Servicing
Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____
have been provided all information relating to the
                                         Master Servicer’s assessment of
 compliance with the Relevant Servicing Criteria
                                         in order to enable them to
conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted
by the PCAOB; and



 


		5.	The

                                         report on assessment of
compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities
with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the
Master Servicer and related attestation report on assessment
                                         of compliance with servicing
criteria applicable to it required to be included in the
                                         annual report on Form 10-K for
the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance
described in such reports have been provided to the Certificate
                                         Administrator and the Depositor
 for disclosure in such annual report on Form 10-K.



 


[In
giving
 the certification above, I have reasonably relied on and make no
certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including
each Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that
is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the
foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect
to the information in the Servicer Reports that is in turn
dependent upon information provided by each Special Servicer under the
Pooling and Servicing Agreement. Solely with respect to
the completeness of information and reports, I do not certify anything
other than that all fields of information called for in
written reports prepared by the Master Servicer have been properly
completed and that any fields that have been left blank on
their face have been done so in accordance with the CREFC procedures for
 such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    Exhibit Y-2-2 


     


    

 


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:

    Title:




 






    Exhibit Y-2-3 


     


    

 


Exhibit
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4 (the “Trust”)


 


I,
[identify
 the certifying individual], a [_______________ ] of [RIALTO CAPITAL
ADVISORS, LLC as Special Servicer][AEGON USA Realty
Advisors, LLC, as Fairmount at Brewerytown Special Servicer] under that
certain Pooling and Servicing Agreement dated as of October
1, 2017 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp.,
as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown special servicer (the “Fairmount at Brewerytown Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”),
 and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, on
behalf of the [Special Servicer][ Fairmount at Brewerytown
Special Servicer], certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor and each Other Depositor
with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, and with
the knowledge and intent that the applicable Certification Parties will
rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required
 to be submitted by the [Special Servicer][ Fairmount
                                         at Brewerytown Special
Servicer] pursuant to the Pooling and Servicing Agreement for
                                         inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in
                                         all reports on Form 10-D or
Form 8-K have been submitted by the [Special Servicer][Fairmount
                                         at Brewerytown Special
Servicer] to the Master Servicer, the Depositor, the Trustee or
                                         the Certificate Administrator,
as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer
under my supervision is, responsible for reviewing the activities
                                         performed by the [Special
Servicer][Fairmount at Brewerytown Special Servicer] under
                                         the Pooling and Servicing
Agreement and based upon my knowledge and the annual compliance
                                         reviews conducted in preparing
the servicer compliance statements required to be delivered
                                         under Article XI of the Pooling
 and Servicing Agreement for inclusion in the Form 10-K
                                         under Item 1123 of Regulation
AB with 



 






    Exhibit Y-3-1 


     


    

 


			respect

                                         to the [Special
Servicer][Fairmount at Brewerytown Special Servicer], and except as
disclosed
                                         in the compliance certificate
delivered by the [Special Servicer][ Fairmount at Brewerytown
                                         Special Servicer] under Section
 11.09 of the Pooling and Servicing Agreement, the [Special
                                         Servicer][Fairmount at
Brewerytown Special Servicer] has fulfilled its obligations under
                                         the Pooling and Servicing
Agreement in all material respects during the Relevant Period;




 


		4.	The

                                         accountants that are to deliver
 the annual attestation report on assessment of compliance
                                         with the Relevant Servicing
Criteria in respect of the [Special Servicer][Fairmount at
                                         Brewerytown Special Servicer]
with respect to the Trust’s fiscal year _____ have
                                         been provided all information
relating to the [Special Servicer][Fairmount at Brewerytown
                                         Special Servicer] assessment of
 compliance with the Relevant Servicing Criteria, in order
                                         to enable them to conduct a
review in compliance with the standards for attestation engagements
                                         issued or adopted by the PCAOB;
 and



 


		5.	The

                                         report on assessment of
compliance with servicing criteria applicable to the [Special
                                         Servicer][Fairmount at
Brewerytown Special Servicer] for asset-backed securities with
                                         respect to the [Special
Servicer][Fairmount at Brewerytown Special Servicer] or any Servicing
                                         Function Participant retained
by the [Special Servicer][Fairmount at Brewerytown Special
                                         Servicer] and related
attestation report on assessment of compliance with servicing criteria
                                         applicable to it required to be
 included in the annual report on Form 10-K for the Relevant
                                         Period in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and
                                         15d-18 has been provided to the
 Depositor and to the Certificate Administrator for inclusion
                                         as an exhibit to such Form
10-K. Any material instances of noncompliance described in
                                         such reports have been provided
 to the Certificate Administrator and the Depositor for
                                         disclosure in such annual
report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 
	 	[RIALTO
CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:

    Title:]







 






    Exhibit Y-3-2 


     


    

 


	 	 
	 	[AEGON
USA REALTY ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:

    Title:]



 






    Exhibit Y-3-3 


     


    

 


Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4 (The “Trust”)


 


The
undersigned,
 __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on
behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of October 1, 2017
(the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor
(the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), AEGON USA
Realty Advisors, LLC, as Fairmount at Brewerytown special servicer (the “Fairmount at Brewerytown Special Servicer”),
the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, certifies
to [______], the Depositor and each Other Depositor with respect to a
securitization of a Serviced Companion Loan and their respective
officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the
knowledge and intent that the applicable Certification Parties
will rely upon this certification, that:


 


The
report
 on assessment of compliance with servicing criteria applicable to the
Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the
Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
 and 15d-18 has been provided to the Depositor and to
the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 
	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:

    Title:







 






    Exhibit Y-4-1 


     


    

 


Exhibit
Y-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PENTALPHA SURVEILLANCE LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and
Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), AEGON USA Realty Advisors, LLC, as Fairmount
at Brewerytown special servicer (the “Fairmount at Brewerytown Special Servicer”), Wilmington Trust, National
Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Pentalpha Surveillance LLC, as Operating Advisor
 and as asset representations reviewer, on behalf
of the Operating Advisor, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor and each Other
Depositor with respect to a securitization of a Serviced Companion Loan
and their respective officers, directors and affiliates,
and with the knowledge and intent that the applicable Certification
Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information
required to be submitted by the Operating Advisor
                                         to the Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and
Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K
                                         (the “Reports”) (such information provided by the Operating Advisor,
                                         collectively, the “Operating Advisor Periodic Information”) have been
                                         submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based

                                         on my knowledge, the Operating
Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not
contain any untrue statement of a material fact or omit to
                                         state a material fact necessary
 to make the statements made, in light of the circumstances
                                         under which such statements
were made, not misleading with respect to the period covered
                                         by these reports;



 






    Exhibit Y-5-1 


     


    

 


		3.	The

                                         accountants that are to deliver
 the annual attestation report on assessment of compliance
                                         with the Relevant Servicing
Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year
________ have been provided all information relating
                                         to the Operating Advisor’s
assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable
them to conduct a review in compliance with the standards
                                         for attestation engagements
issued or adopted by the PCAOB; and



 


		4.	The

                                         report on assessment of
compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed
securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained
by the Operating Advisor and related attestation report
                                         on assessment of compliance
with servicing criteria applicable to it required to be included
                                         in the annual report on Form
10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate
Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of
noncompliance described in such reports have been provided to the
                                         Certificate Administrator and
the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 
	 	PENTALPHA
SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:

    Title:







 






    Exhibit Y-5-2 


     


    

 


Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4 (The “Trust”)


 


The
undersigned,
 __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on
behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of October 1,
2017 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp.,
as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown special servicer (the “Fairmount at Breweytown Special Servicer”),
Wilmington
 Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator (in such
capacity, the “Certificate Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, certifies to [______], the Depositor and each Other Depositor with respect to a securitization of a
Serviced Companion Loan and their respective officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that the applicable Certification Parties will rely upon this certification, that:


 


The
report
 on assessment of compliance with servicing criteria applicable to the
Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the
Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be
included in the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such
 Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:

    Title:







 






    Exhibit Y-6-1 


     


    

 


Exhibit
Y-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


UBS
COMMERCIAL MORTGAGE TRUST 2017-C4 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PENTALPHA SURVEILLANCE LLC
(the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”), entered into by
UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer
(the “Special Servicer”), AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown special servicer (the
“Fairmount at Brewerytown Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and
 Pentalpha Surveillance LLC, as operating advisor and as Asset
Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor and each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, and with the
knowledge and intent that the applicable Certification Parties will rely
 upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information
required to be submitted by the Asset Representations
                                         Reviewer to the Master
Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the
Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the
Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the Asset
                                         Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 






    Exhibit Y-7-1 


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 
	 	PENTALPHA
    SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:

    Title:







 






    Exhibit Y-7-2 


     


    

 


EXHIBIT
Z


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
Z shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit Z forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit Z,
 other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any
Sub-Servicer engaged by the Master Servicer or either Special
Servicer.


 


	Applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies

    and procedures are instituted to monitor any performance or other
triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(1)(ii)	If

    any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.	Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

        

        

Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction 	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        



 






    Exhibit Z-1 


     


    

 





	Applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
		agreements.	

        Fairmount
        at Brewerytown Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
                                         (as applicable)2

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(2)(iv)	The

    related accounts for the transaction, such as cash reserve accounts
or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(2)(vii)	Reconciliations

    are prepared on a monthly basis for all asset-backed securities
related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically
 accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days
specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator


 





 



1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 






    Exhibit Z-2 


     


    

 





	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts

    remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
Administrator

Master Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(4)(iv)	Payments

    on mortgage loans, including any payoffs, made in accordance with
the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes

    with respect to the terms or status of an obligor’s mortgage loans
(e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the
 transaction agreements and related pool asset documents.	Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
Servicer

Fairmount at Brewerytown Special Servicer

        Operating
Advisor

	1122(d)(4)(viii)	Records

    documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis,
 or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).	Master
Servicer

        Special
Servicer

        Fairmount
at Brewerytown Special Servicer

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding

    any funds held in trust for an obligor (such as escrow accounts):
(A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments

    made on behalf of an obligor (such as tax or insurance payments) are
 made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number
 of days specified in the transaction agreements.	Master
    Servicer


 






    Exhibit Z-2 


     


    

 





	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any

    external enhancement or other support, identified in Item 1114(a)(1)
 through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all
 times that the Master Servicer and either Special Servicer are the same
 entity, the Master Servicer and such Special Servicer
may provide a combined assessment of compliance in respect of their
combined responsibilities under Section 1122 of Regulation
AB.


 






    Exhibit Z-3 


     


    

 


EXHIBIT
AA


 


ADDITIONAL
FORM 10-D DISCLOSURE 


 


The
parties
 identified in the “Party Responsible” column are obligated pursuant to
Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator
 (or the Master Servicer to the extent specified in Section
11.04 of the Pooling and Servicing Agreement) any information described
in the corresponding Form 10-D Item described in the "Item
on Form 10-D” column to the extent such party has actual knowledge (and
in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent
rolls required to be provided in connection with Item 6
below, possession) of such information (other than information as to
itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer and the Fairmount at
Brewerytown Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the
contrary from the Depositor or a Mortgage Loan Seller.
Each of the Certificate Administrator, the Trustee, the Master Servicer,
 the Special Servicer and the Fairmount at Brewerytown
Special Servicer (in its capacity as such) shall be entitled to
conclusively assume that there is no “significant obligor"
other than a party or property identified as such in the Prospectus and
to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the
Master Servicer, the Special Servicer or the
Fairmount at Brewerytown Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to
any Mortgage Loan for which the Master Servicer or such Special Servicer
 is not the Master Servicer or Special Servicer, as the
case may be. For this Series 2017-C4 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer and the Fairmount at Brewerytown
Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or
derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB. 


 


















	Item on Form 10-D	Party Responsible	 
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●      Item
1111(h) of Regulation AB 

        ●      Item
1125 of Regulation AB 

        ●      Item 1121(a)(13)
        of Regulation AB

         
	
        ●      Master Servicer

         

        ●      Certificate
        Administrator

         
	 
	
        Item 1B: Distribution and Pool Performance Information:

         

        ●      Item
1121(a)(14) of Regulation AB 

        ●      Item
1121(d) of Regulation AB 

        ●      Item 1121(e) of
        Regulation AB

         
	
        ●      Certificate Administrator

         

        ●      Depositor

         

        ●      Asset
        Representations Reviewer

         
	 



 






    Exhibit AA-1 


     


    

 


	
        Item 2: Legal Proceedings:

         

        ●      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●      Master Servicer
        (as to itself)

         

        ●      Each Special Servicer
        (as to itself)

         

        ●      Certificate Administrator
        (as to itself)

         

        ●      Trustee (as to itself)

         

        ●      Depositor (as to
        itself)

         

        ●      Operating Advisor
        (as to itself)

         

        ●      Any other Reporting
        Servicer (as to itself)

         

        ●      Trustee/Certificate

        Administrator/Master Servicer/Depositor/each Special Servicer as
 to the Trust (whichever of them is in principal control of the
        proceedings)

         

        ●      Each Mortgage Loan
        Seller as sponsor (as defined in Regulation AB)

         

        ●      Originators under
        Item 1110 of Regulation AB

         

        ●      Party
under Item 1100(d)(1) of Regulation AB 
	 
	Item 3: Sale of Securities and Use of Proceeds



	●      Depositor	 
	Item 4: Defaults Upon Senior Securities



	●      Certificate Administrator	 
	Item 5: Submission of Matters to a Vote of Security Holders



	●      Certificate Administrator	 
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●      Item 1112(b) of
        Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be
reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus; 
	
        ●      Master Servicer
        (excluding information for which any Special Servicer is the “Party Responsible”)

         

        ●      Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         
	 



 






    Exhibit AA-2 


     


    

 


	
         

        (b)
 the information to be reported shall consist
        of such quarterly and annual operating statements, budgets and
rent rolls of the related Mortgaged Property or REO Property (as
        applicable), and quarterly and annual financial statements of
the related Borrower (except in the case of an REO Property), received
        or prepared by the “Party Responsible” pursuant to its
obligations under Section 3.12(b) of this Pooling and Servicing
        Agreement; provided, however, that for a
significant obligor under item 1101(k)(2) of Regulation AB, only net
operating
        income for the most recent fiscal year and interim period is
required and, if such information for a prior period was required
        but not previously reported, such information for such prior
period; and

         

        (c)
 the information shall be reportable in the Form
        10-D that relates to the Distribution Date that immediately
follows the Collection Period in which the information was received
        or prepared by the “Party Responsible” as described in clause
(b) above.

         
	 	 
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●      Item 1124 of Regulation
        AB.

         
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)	 
	
        Item 8: Significant Enhancement Provider Information:

         

        ●      Item 1114(b)(2)
        and Item 1115(b) of Regulation AB

         
	●      Depositor	 
	Item
 9: Other Information, but only to the extent of any information that
meets all the following conditions: (a) such information constitutes
“Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such
 information is required to be reported as “Additional Form 8-K
Disclosure” during the period to which the Form 10-D relates, and 	
        ●     Certificate Administrator,
        Trustee, Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible”
        with respect to such information pursuant to Exhibit CC.

         

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on- 
	 



 






    Exhibit AA-3 


     


    

 


	(c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        Sale Reserve Account as
of the related Distribution Date and the preceding Distribution Date) 

        ●     Master
Servicer
 (with respect to the balance of its Collection Account as of the
related Distribution Date and the preceding Distribution
Date) 

        ●     Each
Special
 Servicer (with respect to the balance of each applicable REO Account as
 of the related Distribution Date and the preceding
Distribution Date) 

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect to Item
1100(e) of Regulation AB to the extent material to Certificateholders) 
	 
	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●     Depositor	 
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of
        security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator 

        ●     Depositor

         

        provided
 that, in each case, that
this shall in no event be construed to make such party responsible for
the initial filing of this Pooling and Servicing Agreement 

        provided, further, in each case,
that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
the Depositor shall be the responsible party. 
	 
	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of
        Regulation S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or each Special Servicer, in
 each case to the extent of any contract that satisfies all the
following conditions: (a) such contract relates to the Trust or one or
more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a
contract to which such party (or a subcontractor or vendor engaged by
such party) is a party or that such party (or a subcontractor or vendor
engaged by such party) has caused to have been executed on behalf of the
 Trust.	 



 






    Exhibit AA-4 


     


    

 


	
        Item 10: Exhibits (no. 22):

         

        Published
 Report Regarding Matters Submitted
to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation
S-K), but only if the party that is the “Party Responsible"
with respect to Item 5 above elects to publish a report containing the
information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published
report and answering Item 5 by referencing the published
report. 
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the
Form 10-D) that is incorporated by reference in the Depositor’s registration statement. 
	●      Depositor	 
	
        Item 10: Exhibits (no. 24)

         

        Power
 of Attorney (Exhibit No. 24 of Item
601 of Regulation S-K), but only if the name of any party signing the
Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney. 
	●      Certificate Administrator 	 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
601 of Regulation S-K) 
	●      Not Applicable.	 
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
of Item 601 of Regulation S-K). 
	●      Not Applicable.	 
	Item
 10: Exhibits (By Operation of Item 8 Above), but only to the extent of
any document that meets all the following conditions: (a) such document
constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of
 Exhibit CC, (b) such document is required to be reported as
“Additional Form 8-K Disclosure” during the period to which the Form
10-D relates, and 	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that neither the Master Servicer nor the Special Servicer constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form 10-K); provided that, in each case,	 



 






    Exhibit AA-5 


     


    

 


	(c) such document was not previously reported as “Additional Form 8-K Disclosure”.	        that
 in the event any reportable agreement is executed by the Depositor and
the Trustee or Certificate Administrator, then the Depositor shall be
the responsible party for this Item 10.	 



 



    Exhibit AA-6 


     


    

 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-K DISCLOSURE 


 


The
parties
 identified in the “Party Responsible” column are obligated pursuant to
Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator
 any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such
party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating
 statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such
information (other than information as to itself). Each of the
Certificate Administrator, the Trustee, the Master Servicer, the Special
 Servicer and the Fairmount at Brewerytown Special Servicer
(in its capacity as such) shall be entitled to rely on the accuracy of
the Prospectus (other than information with respect to
itself that is set forth in or omitted from the Prospectus), in the
absence of specific written notice to the contrary from the
Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer
and the Fairmount at Brewerytown Special Servicer (in its capacity as
such) shall be entitled to conclusively assume that there
is no “significant obligor” other than a party or property identified as
 such in the Prospectus and to assume that
no other party or property will constitute a “significant obligor” after
 the Cut-off Date. In no event shall the Master
Servicer, the Special Servicer or the Fairmount at Brewerytown Special
Servicer be required to provide any information for inclusion
in a Form 10-K that relates to any Mortgage Loan for which the Master
Servicer or such Special Servicer is not the Master Servicer
or Special Servicer, as the case may be. For this Series 2017-C4 Pooling
 and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer, the Special Servicer and the Fairmount
 at Brewerytown Special Servicer (in its capacity as such)
shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB. 


 


	Item on Form 10-K	Party Responsible	 
	
        Item 1B: Unresolved Staff Comments

         
	●      Depositor	 



 






    Exhibit BB-1 


     


    

 


	
        Item 9B: Other Information, but only to the extent
        of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit CC,

         

        (b) such information is required to be reported as
        “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously
reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure” 
	●     Certificate Administrator, Trustee, Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit CC. 	 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW	 
	
        Instruction J(2)(b) (Significant Obligors of Pool
        Assets) – Part 1 of 3 Parts:

         

        ●      Item
 1112(b) of
        Regulation AB, but only to the extent that (i) such information
was required to have been set forth in the Prospectus, (ii) such
        information was not so set forth and (iii) the Master Servicer
has not previously reported such information as “Additional
        Form 10-D Information”.

         
	
        ●      The applicable Mortgage
        Loan Seller.

         
	 
	
        Instruction J(2)(b) (Significant Obligors of Pool
        Assets) – Part 2 of 3 Parts:

         

        ●      Item
 1112(b) of
        Regulation AB, but only to the extent that (i) such information
was set forth in the Prospectus and (ii) the Master Servicer has
        not previously reported such information or updated versions
thereof as “Additional Form 10-D Information”.

         
	●      The Depositor	 



 






    Exhibit BB-2 


     


    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool
        Assets) – Part 3 of 3 Parts:

         

        ●      Item 1112(b) of
        Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
        only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b)
 the information to be reported shall consist
        of such quarterly and annual operating statements, budgets and
rent rolls of the related Mortgaged Property or REO Property (as
        applicable), and quarterly and annual financial statements of
the related Borrower (except in the case of an REO Property), received
        or prepared by the “Party Responsible” pursuant to its
obligations under Section 3.12(b) of this Pooling and Servicing
        Agreement; provided, however, that for a
significant obligor described under item 1101(k)(2) of Regulation AB,
only
        net operating income for the most recent fiscal year and interim
 period is required and, if such information for a prior period
        was required but not previously reported, such information for
such prior period; and

         

        (c) the information shall be reportable only to the
        extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●      Master Servicer
        (excluding information for which any Special Servicer is the “Party Responsible”)

         

        ●      Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider
        Information):

         

        ●      Items 1114(b)(2)
        and 1115(b) of Regulation AB

         
	●      Depositor	 



 






    Exhibit BB-3 


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master Servicer
        (as to itself)

         

        ●     Each Special Servicer
        (as to itself)

         

        ●     Certificate Administrator
        (as to itself)

         

        ●     Trustee (as to itself)

         

        ●     Depositor (as to
        itself)

         

        ●     Trustee/Certificate

        Administrator /Master Servicer/Depositor/each Special Servicer
as to the Trust (whichever of them is in principal control of the
        proceedings)

         

        ●     Each Mortgage Loan
        Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators under
        Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB 
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but
 only the existence and (if existent) how there
        is (that is, the nature of) any affiliation between itself (that
 is, the particular “Party Responsible”), on the one
        hand, and any one or more of the following, on the other: (1)
the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4)
        any other party listed under this item as a “Party Responsible”; provided, however,
 that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K
if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●      1119(b)
of Regulation AB, 
	
        ●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)). 

        ●     Each
Special Servicer 

        ●     Certificate
Administrator 

        ●     Trustee 

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible"
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer
	 



 






    Exhibit BB-4 


     


    

 


	
         

        but
 only the existence and (if existent) the general
        character of any business relationship, agreement, arrangement,
transaction or understanding that is entered into outside the ordinary
        course of business or is on terms other than would be obtained
in an arm’s length transaction with an unrelated third party
        (apart from the Series 2017-C4 transaction) between itself (that
 is, the particular “Party Responsible”) or any of
        its affiliates, on the one hand, and any one or more of the
following, on the other: (1) the Depositor, (2) any Mortgage Loan
Seller,
        and (3) the Trust; provided, however, that a
relationship, agreement, arrangement, transaction or understanding (A)
        must be reported only if it then exists or existed within the
two prior years, (B) need not be reported if it is not material to
        an investor’s understanding of the Certificates and (C) need not
 be disclosed for purposes of the applicable Form 10-K if
        it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●      1119(c) of Regulation
        AB,

         

        but
 only the existence and (if existent)
a description (including the terms and approximate dollar amount) of any
 specific relationship involving or related to the Series
2017-C4 transaction or the Mortgage Loans between itself (that is, the
particular “Party Responsible”) or any of its
affiliates, on the one hand, and any one or more of the following, on
the other: (1) the Depositor, (2) any Mortgage Loan Seller,
and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed
within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if 
	
        constitutes an originator
of 10% or more of the assets of the Trust). 

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due. 

        ●     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction"
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB. 

        ●     Each

        party (if any) that that is specifically identified as an “other
 material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially
similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which
notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         
	 



 






    Exhibit BB-5 


     


    

 


	it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there
        is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more
        of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the
applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●      1119(b) of Regulation
        AB,

         

        but
 only the existence and (if existent)
the general character of any business relationship, agreement,
arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would
be obtained in an arm’s length transaction with
an unrelated third party (apart from the Series 2017-C4 transaction)
between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was 
	
        ●      The
Depositor 

        ●      Each
        Mortgage Loan Seller

         
	 



 






    Exhibit BB-6 


     


    

 


	
        previously reported as “Additional Form 10-K
        Disclosure”.

         

        and

         

        ●      1119(c) of Regulation
        AB,

         

        but
 only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any
specific relationship involving or related to the Series 201[_]-[_]
        transaction or the Mortgage Loans between itself (that is, the
particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the parties listed under
 the preceding item as a “Party Responsible”,
        on the other; provided, however, that a
relationship (A) must be reported only if it then exists or existed
within
        the two prior years, (B) need not be reported if it is not
material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form
10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	●      Depositor	 
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●      Depositor	 



 






    Exhibit BB-7 


     


    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of
        security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●      Trustee 

        ●      Certificate
Administrator 

        ●      Depositor

         

        provided
 that, in each case, that this
        shall in no event be construed to make such party responsible
for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case,
that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
the Depositor shall be the responsible party. 
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of
        Regulation S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or each Special Servicer, in
 each case to the extent of any contract that satisfies all the
following conditions: (a) such contract relates to the Trust or one or
more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a
contract to which such party (or a subcontractor or vendor engaged by
such party) is a party or that such party (or a subcontractor or vendor
engaged by such party) has caused to have been executed on behalf of the
 Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share
earnings (Exhibit No. 11 of Item 601 of Regulation S-K) 
	●      Not Applicable	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios
(Exhibit No. 12 of Item 601 of Regulation S-K) 
	●      Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form
10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K) 
	●      Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
of Regulation S-K) 
	●      Not Applicable.	 



 






    Exhibit BB-8 


     


    

 


	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant
(Exhibit No. 16 of Item 601 of Regulation S-K) 
	●      Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles
(Exhibit No. 18 of Item 601 of Regulation S-K) 
	●      Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No.
18 of Item 601 of Regulation S-K) 
	●      Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K). 
	●      Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
 of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a
written consent is required with respect to material (in
the Form 10-D) that is incorporated by reference in the Depositor’s
registration statement and (b) the consent is not the
consent of a registered public accounting firm in connection with an
attestation delivered pursuant to Section 11.13 of this Pooling
and Servicing Agreement. 
	●      Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm
for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
11.13 of this Pooling and Servicing Agreement.
	
        ●      Master
Servicer 

        ●      Each
Special Servicer 

        ●      Depositor 

        ●      Any other Servicing
        Function Participant

         

        provided, however, in each
case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the
extent that such party is required to deliver or cause the delivery of the related attestation report. 
	 



 






    Exhibit BB-9 


     


    

 


	
        Item 15: Exhibits (no. 24)

         

        Power
 of Attorney (Exhibit No. 24 of Item
601 of Regulation S-K), but only if the name of any party signing the
Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney. 
	●     Certificate Administrator 	 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications
(Exhibit No. 31(i) of Item 601 of Regulation S-K). 
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications
(Exhibit No. 31(ii) of Item 601 of Regulation S-K). 
	●     Delivery
 of this exhibit (Sarbanes-Oxley certification and backup
certifications) is governed by Section 11.08 (and Section 11.07) of this
 Pooling and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No.
32 of Item 601 of Regulation S-K). 
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with
servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K). 
	●     Delivery
 of this exhibit (annual compliance assessment) is governed by Section
11.10 (and Section 11.07) of this Pooling and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K). 
	●     Delivery
 of this exhibit (annual accountants’ attestation report) is governed by
 Section 11.11 (and Section 11.07) of this Pooling and Servicing
Agreement.	 
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No.
35 of Item 601 of Regulation S-K). 
	●     Delivery
 of this exhibit (annual servicer compliance statements) is governed by
Section 11.09 (and Section 11.07) of this Pooling and Servicing
Agreement.	 
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K). 
	●     Depositor	 



 






    Exhibit BB-10 


     


    

 


	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
601 of Regulation S-K) 
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
of Item 601 of Regulation S-K). 
	●     Not Applicable.	 
	Item
 15: Exhibits (By Operation of Item 9B Above), but only to the extent of
 any document that meets all the following conditions: (a) such document
 constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
of Exhibit CC, (b) such document is required to be reported as
“Additional Form 8-K Disclosure” during the period to which the Form
10-K relates, and (c) such document was not previously reported as
“Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that neither the Master Servicer nor the Special Servicer constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form 10-K).	 
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable	 
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor]

         
	 
	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor]

         
	 




 



    Exhibit BB-11 


     


    

 


EXHIBIT
CC


 


FORM
8-K DISCLOSURE INFORMATION 


 


The
parties
 identified in the “Party Responsible” column are obligated pursuant to
Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator
the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent
such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer
and the Fairmount at Brewerytown Special Servicer (in its capacity as
such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or
omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer and the Fairmount at
Brewerytown Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as
such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer, the Special
Servicer or the Fairmount at Brewerytown Special Servicer
be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which the Master Servicer
or such Special Servicer is not the Master Servicer or Special Servicer,
 as the case may be. For this Series 2017-C4 Pooling and
Servicing Agreement, each of the Certificate Administrator, the Trustee,
 the Master Servicer, the Special Servicer and the Fairmount
at Brewerytown Special Servicer (in its capacity as such) shall be
entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or
1115 of Regulation AB. 


 


	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●      Depositor, except
        as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●      Certificate
Administrator, Trustee, Master Servicer and/or each Special Servicer (it
 being acknowledged that Instruction 3 to Item 1.01
of Form 8-K requires disclosure regarding the entry into or an amendment
 of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such
agreement), in  
	 



 






    Exhibit CC-1 


     


    

 


	 	        each
 case to the extent of any amendment or definitive agreement that
satisfies all the following conditions: (a) such amendment or definitive
 agreement relates to the Trust or one or more Mortgage Loans or REO
Mortgage Loans, and (b) such amendment or definitive agreement is an
amendment or definitive agreement to which such party (or a
subcontractor or vendor engaged by such party) is a party or that such
party (or a subcontractor or vendor engaged by such party) has caused to
 have been executed on behalf of the Trust; provided, however,
 that the Certificate Administrator shall be the “Party Responsible” in
connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or each Special Servicer, in
 each case to the extent of any contract that satisfies all the
following conditions: (a) such contract relates to the Trust or one or
more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a
contract to which such party (or a subcontractor or vendor engaged by
such party) is a party or that such party (or a subcontractor or vendor
engaged by such party) has caused to have been executed on behalf of the
 Trust; provided, however, that the Certificate
Administrator shall be the “Party Responsible” in connection with any
amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●      Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	●      Depositor	 
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or 	
        ●      Depositor 

        ●      Certificate
Administrator 
	 



 






    Exhibit CC-2 


     


    

 


	an Obligation under an Off-Balance Sheet Arrangement	 	 
	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor	 
	Item 6.01: ABS Informational and Computational Material	●     Depositor	 
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee 

        ●     Depositor 
	 
	Item
 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to
the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator 

        ●     Master
Servicer or each Special Servicer, as the case may be (in each case, as to itself) 
	 
	Item
 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to
the extent related to a servicer (other than a party to the Pooling and
Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
Servicer (as to a party appointed by the Master Servicer) 

        ●     Each
Special Servicer 

        ●     Certificate
Administrator 

        ●     Depositor 
	 
	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor 

        ●     Certificate
Administrator 
	 
	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator	 
	Item 6.05: Securities Act Updating Disclosure	●     Depositor	 
	Item 7.01: Regulation FD Disclosure	●     Depositor	 
	Item 8.01: Other Events	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of
Item 601 of Regulation S-K) 
	●     Not applicable	 
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 4): 
	
        ●     Certificate
Administrator 
	 



 






    Exhibit CC-3 


     


    

 


	
         

        With respect to instruments defining the
rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
         

        provided
 that, in each case, that
this shall in no event be construed to make such party responsible for
the initial filing of this Pooling and Servicing Agreement 
	 
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K) 
	●      Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601
of Regulation S-K) 
	●      Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
(Exhibit No. 16 of Item 601 of Regulation S-K) 
	●      Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director
(Exhibit No. 17 of Item 601 of Regulation S-K) 
	●      Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
holders (Exhibit No. 20 of Item 601 of Regulation S-K) 
	●      Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the
Form 10-D) that is incorporated by reference in the Depositor’s registration statement. 
	●      Depositor	 
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power
 of Attorney (Exhibit No. 24 of Item
601 of Regulation S-K), but only if the name of any party signing the
Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a. 
	●      Certificate Administrator 	 



 






    Exhibit CC-4 


     


    

 


	power of attorney	 	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item
601 of Regulation S-K) 
	●      Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
of Item 601 of Regulation S-K). 
	●      Not Applicable.	 




 






    Exhibit CC-5 


     


    

EXHIBIT
DD


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS) (CMBS)


 


UBS
Commercial Mortgage Securitization Corp., UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates,
Series 2017-C4—SEC REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required 


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor (the “Depositor”),
Wells
 Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty
Advisors, LLC, as Fairmount at Brewerytown Special Servicer, Wells Fargo
 Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries
 related to this notification should be directed to [
                     ],
 phone number: [   ]; email address: [
                     ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


cc:
Depositor


 



    	Exhibit DD-1 



     


    

 





EXHIBIT
EE


 


INITIAL
SUB-SERVICERS


 


		1.	Berkeley
                                         Point Capital LLC



 


		2.	Bellwether
                                         Enterprise Real Estate Capital, LLC



 


		3.	NorthMarq
                                         Capital, LLC



 


		4.	CBRE
                                         Loan Services, Inc.



 






    	Exhibit EE-1 



     


    

 


EXHIBIT
FF


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	NorthMarq
                                         Capital, LLC



 






    	Exhibit FF-1 



     


    

 


EXHIBIT
GG


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


UBS
Commercial Mortgage Trust 2017-C4, Commercial Mortgage Pass-Through Certificates, Series 2017-C4 (the “Trust”)


 


I,
[identifying
 the certifying individual], on behalf of [Wells Fargo Bank, National
Association, as Master Servicer] [Rialto Capital
Advisors, LLC, as Special Servicer] [AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown Special Servicer] [Wells Fargo
Bank, National Association, as [Certificate Administrator][Custodian]]
[Wilmington Trust, National Association, as Trustee] (the
“Certifying Servicer”), certify to UBS Commercial Mortgage Securitization Corp. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To

                                         the best of my knowledge, based
 on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under
the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period.
 [To my knowledge, the Certifying Servicer has failed
                                         to fulfill the following
obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE
NATURE AND STATUS THEREOF]].



 





	Date:	 	 	 
	 	 	 	 
	[WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer]	 
	[AEGON USA Realty Advisors, LLC, as Fairmount at Breweytown Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee]	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 





 



    	Exhibit GG-1 



     


    




 


EXHIBIT
HH


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit Z to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to
 perform specific, limited or scripted activities, and the Reporting
Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria
applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as
 set forth in paragraph 4 below, the Reporting Servicer used the
criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting
 Servicer has not identified and is not aware of any material instance
of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting
Period with respect to Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 






    	Exhibit HH-1 



     


    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 


	 	[Name
    of Reporting Servicer]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit HH-2 



     


    

 


EXHIBIT
II


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:


Commercial
Real Estate Finance Council, Inc.


900
7th Street, NW, Suite 820


Washington,
DC 20001


Attn:
President 


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


Bank
Name: Chase


Bank
Address: 80 Broadway, New York, NY 10005


Routing
Number: 021000021


Account
Number: 213597397


 






    	Exhibit II-1 



     


    

 


EXHIBIT
JJ


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA
E-MAIL:


To:
Wells
 Fargo Bank, National Association, as Certificate Administrator;
cts.cmbs.bond.admin@wellsfargo.com,
trustadministratorgroup@wellsfargo.com
and cts.sec.notifications@wellsfargo.com


 


Ref:
UBS 2017-C4, Additional Debt Notice for From 10-D


 


The
following
 information is being furnished to you for inclusion on Form 10-D
pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 





	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	UBS
    2017-C4	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	UBS
    2017-C4	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	UBS 2017-C4	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit JJ-1 



     


    

 


EXHIBIT
KK


 


[RESERVED]


 



    	Exhibit KK-1 



     


    

 





EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW** 


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) UBS 2017-C4—SEC REPORT PROCESSING


 


Email:
cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor (the “Depositor”),
Wells
 Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, AEGON USA Realty
Advisors, LLC, as Fairmount at Brewerytown Special Servicer, Wells Fargo
 Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Account and REO Account balance information:


 





	Account
    Name	Beginning
Balance as of 

        MM/DD/YYYY
	Ending
Balance as of 

        MM/DD/YYYY

	Collection
    Account	 	 
	REO
    Account	 	 


 






    	Exhibit LL-1 



     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries
 related to this notification should be directed to [
                  ],
 phone number: [         ];
 email address: [
                 ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





cc:
Depositor


 



    	Exhibit LL-2 



     


    

 





EXHIBIT
MM


 


Form
of notice of purchase of 

controlling class certificate


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services UBS 2017-C4


 


Wells
Fargo Bank, National Association


as
Master Servicer


Commercial
Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C4 Asset Manager

Telecopy Number: (704) 715-0036


Email:
commercial.servicing@wellsfargo.com


 


Rialto
Capital Advisors, LLC


as Special Servicer




790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with
copies to:


 


Jeff
Krasnoff


Facsimile
number: (305) 229-6425


E-mail:
jeff.krasnoff@rialtocapital.com


 


Niral
Shah


Facsimile
number: (305) 229-6425


E-mail:
niral.shah@rialtocapital.com


 


Adam
Singer


Facsimile
number: (305) 229-6425


E-mail:
adam.singer@rialtocapital.com


 


AEGON
USA Realty Advisors, LLC


 






    	Exhibit MM-1 



     


    

 


as
Fairmount at Brewerytown Portfolio Special Servicer


4333
Edgewood Road NE

Cedar Rapids, IA 52499-5554

Attention: Greg Dryden, Senior Vice President, Special
Servicing

Facsimile: (319) 355-8030


 


Pentalpha
Surveillance LLC


as Operating Advisor




Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2017-C4 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with UBS 2017-C4 in the subject line)


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4 (the “Certificates”)
issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and
Servicing Agreement”), dated as of October 1,
                                         2017, by and among UBS
Commercial Mortgage Securitization Corp., as Depositor, Wells
                                         Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as
                                         Special Servicer, AEGON USA
Realty Advisors, LLC, as Fairmount at Brewerytown Special
                                         Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as
 Trustee, Pentalpha Surveillance LLC, as Operating Advisor
                                         and as Asset Representations
Reviewer 



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:






		 	 	 	 	 
	 	 	 	 	 	 





	 	 	 	 	 	 





 


Contact
Info: [Tel/Email]


 


		2.	[IF

                                         APPLICABLE] We hereby certify,
represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a
majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the
Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination
Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights
 under the Pooling and Servicing 



 






    	Exhibit MM-2 



     


    

 


	 	 	Agreement,
                                         we hereby request that you reinstate such rights and post a “special notice”
                                         on your website to the following effect:



 


“A
Consultation
 Termination Event or a Control Termination Event has been terminated
and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third
 party which has terminated any waiver by the prior Holder.


 


All
capitalized
 terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very
truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit MM-3 



     


    

 


EXHIBIT
NN


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER4


 


To:
[Addresses of Recipients]


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has
 performed an Asset Review on each Delinquent Loan identified in
accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test] [evidence of [●] failed Test[s] as specifically detailed
                                         on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset
Representations Reviewer of a passed Test pass or a failed Test
                                         shall not constitute a
determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a
Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against
the applicable Mortgage Loan Seller. In addition, the
                                         Tests may not be sufficient to
determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC
 as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 



    	Exhibit NN-1 



     


    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 





	Loan
    #	Loan
    

Name	Mortgage
    

Loan 

Seller	R&W
    

#	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 


 



    	Exhibit NN-2 



     


    




 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT SUMMARY5


 


To:
[Addresses of Recipients]


 


		Re:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has
 performed an Asset Review on each Delinquent Loan identified in
accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test][evidence of [__] failed Test[s] as identified on the summary
                                         scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset
Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination
by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the
applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine
every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC,
 as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





 



1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.




 


 





    	Exhibit OO-1 



     


    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


 


	Test
                                         failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity
	 	 	 	 	 	 	 





 






    	Exhibit OO-2 



     


    

 


EXHIBIT
PP


 


ASSET
REVIEW PROCEDURES


 


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the
Asset Representations Reviewer (“Asset Representations Reviewer”)
 shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan
Seller only with respect to each Delinquent Loan in accordance
with the procedures set forth below (each such procedure, a “Test”); provided, however,
 the Asset
Representations Reviewer may, but is under no obligation to, modify any
Test and/or associated Review Materials described in this
Exhibit PP if, and only to the extent, the Asset Representations
Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review
Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not
defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set
forth in the related mortgage loan purchase agreement (the
“Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following
Tests:


 


	(A)	With respect to any representation and warranty that includes a knowledge
qualifier (e.g., to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible
for any investigation or review beyond that set forth in the applicable Test related to such representation and warranty;



 


	(B)	With
 respect to any representation and warranty that includes the
examination
of an insurance policy or Title Policy, the Asset Representations
Reviewer will be permitted to engage a qualified consultant to
perform a review of the applicable policy, and will be allowed to rely
upon the conclusions of the consultant when making a determination
as to whether there is a Test pass.



 


	(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


	(D)	Unless otherwise provided in the Test, the “as of” date for the
testing of a representation is as of the Closing Date;



 


	(E)	Unless
 otherwise provided in the Test, if there is more than one version
of the same document with respect to a particular Mortgage Loan or
Mortgaged Property, the document that will be used by the Asset
Representations Reviewer in testing is the document that is dated as of
the Closing Date or, if none, the document closest prior
to the Closing Date;



 


	(F)	With respect to each representation and warranty and its related Test(s),
the Asset Representations Reviewer shall take into account any exceptions to such representation and warranty described in the
Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect
to such Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);



 


	(G)	Evidence of a failure of a Test
could result from (i) an affirmative determination by the Asset
Representations Reviewer that
the Test failed to achieve a Test pass, or (ii) a determination by Asset
 Representations Reviewer that the documentation included
in the Review Materials (after making such request for any missing
documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and



 


	(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination
by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material



 






    Exhibit PP-1 


     


    

 


	 	Defect, or (ii) whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller.





 


The Asset
Representations Reviewer will only be required to perform the Tests described in this Exhibit PP,
 and will not be obligated
to perform additional procedures on any Delinquent Loan, even if a
different set of procedures or Review Materials could produce
a different outcome. Notwithstanding the required Tests, the Asset
Representations Reviewer will not be required to review any
information other than (1) Review Materials specified in the related
Test and (2) if applicable, Unsolicited Information. The Asset
Representations Reviewer may, but is under no obligation to, consider
Unsolicited Information relevant to the Tests subject to
the terms of the PSA. If the Asset Representations Reviewer considers
Unsolicited Information, the Asset Representations Reviewer
shall take into account such Unsolicited Information, in addition to the
 Review Materials referred to in the applicable Test(s)
procedure when making a determination as to whether there is a Test
pass.


 




    Exhibit PP-2 


     


    



 





	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	1. Whole Loan; Ownership of Mortgage Loans.
 Except with respect to a Mortgage Loan that is part of a Whole Loan,
each Mortgage Loan is a whole loan and not a participation interest in a
 Mortgage Loan. At the time of the sale, transfer and assignment to
Purchaser, no Mortgage Note or Mortgage was subject to any assignment
(other than assignments to Seller), participation or pledge, and Seller
had good title to, and was the sole owner of, each Mortgage Loan free
and clear of any and all liens, charges, pledges, encumbrances,
participations, any other ownership interests on, in or to such Mortgage
 Loan other than any servicing rights appointment or similar agreement.
Seller has full right and authority to sell, assign and transfer each
Mortgage Loan, and the assignment to Purchaser constitutes a legal,
valid and binding assignment of such Mortgage Loan free and clear of any
 and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan.	1a	Review
 the amounts listed on the original Mortgage Note and Mortgage for an
indication that they match the amounts listed on the Mortgage Loan
Schedule. If the amounts are the same, then such Mortgage Loan would be
considered a Whole Loan. If there is more than one property then the
Mortgage for each Mortgaged Property would need to be aggregated. If
identified as such, it will be a Test pass.	Mortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.
	1b	Review
 all Asset Status Reports and Final Asset Status Reports to the extent
previously prepared by the Special Servicer (collectively referred to in
 this Exhibit PP as “Collective Asset Status Reports”) for
notation of any Mortgage Note or Mortgage that was subject to any
assignment (other than assignments to the Seller), participation or
pledge, or that the Seller did not have good title to, and was the sole
owner of, each Mortgage Loan free and clear of any and all liens,
charges, pledges, encumbrances, participations, any other ownership
interests on, in or to such Mortgage Loan other than any servicing
rights appointment or similar agreement. If no such notation is found,
it will be a Test pass.	Collective Asset Status Reports
	1c	Review
 the Collective Asset Status Reports for notation of any claim or
assertion regarding the Seller not having the full right and authority
to sell, assign and transfer the Mortgage Loan. If such notation is not
found, it will be a Test pass.	Collective Asset Status Reports
	1d	Review
 the Collective Asset Status Reports for notation of any claim or
assertion regarding the assignment to the Purchaser not constituting a
legal, valid and binding assignment of such Mortgage Loan free and clear
 of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan. If such notation is not found, it
 will be a Test pass.	Collective Asset Status Reports
	2. Mortgage Loan Document Status.
 Each related Mortgage Note, Mortgage, Assignment of Leases (if a
separate instrument), guaranty and other agreement executed by or on
behalf of the related Mortgagor, guarantor or other obligor in
connection with such Mortgage Loan is the legal, valid and binding
obligation of the related Mortgagor, guarantor or other obligor (subject
 to any non-recourse provisions contained in any of	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”)
 for an indication that it contains language that the related Mortgage
Note, Mortgage, Assignment of Leases (if a separate instrument),
guaranty and other agreement executed by or on behalf of the related
Mortgagor, guarantor or other obligor in connection with such Mortgage
Loan is the legal, valid and	Mortgagor’s Counsel Opinion


 



    Exhibit PP-3 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	
        the
 foregoing agreements and any applicable state anti-deficiency
        or market value limit deficiency legislation), as applicable,
and is enforceable in accordance with its terms, except (i) as such
        enforcement may be limited by (a) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws
        affecting the enforcement of creditors’ rights generally and (b)
 general principles of equity (regardless of whether such
        enforcement is considered in a proceeding in equity or at law)
and (ii) that certain provisions in such Mortgage Loan documents
        (including, without limitation, provisions requiring the payment
 of default interest, late fees or prepayment/yield maintenance
        fees, charges and/or premiums) are, or may be, further limited
or rendered unenforceable by or under applicable law, but (subject
        to the limitations set forth in clause (i) above) such
limitations or unenforceability will not render such Mortgage Loan
        documents invalid as a whole or materially interfere with the
Mortgagee’s realization of the principal benefits and/or security
        provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

         

        Except
 as set forth in the immediately preceding sentences,
        there is no valid offset, defense, counterclaim or right of
rescission available to the related Mortgagor with respect to any of
        the related Mortgage Notes, Mortgages or other Mortgage Loan
documents, including, without limitation, any such valid offset,
defense,
        counterclaim or right based on intentional fraud by Seller in
connection with the origination of the Mortgage Loan, that would
        deny the Mortgagee the principal benefits intended to be
provided by the Mortgage Note, Mortgage or other Mortgage Loan
documents.

         
	 	binding
 obligation of the related Mortgagor, guarantor or other obligor
(subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti- deficiency or market
 value limit deficiency legislation), as applicable, and is enforceable
in accordance with its terms, except as specified in representation and
warranty 2. If such indication exists, it will be a Test pass.	 
	2b	Review
 the Collective Asset Status Reports for notation of any valid offset,
defense, counterclaim or right of rescission available to the related
Mortgagor with respect to any of the related Mortgage Notes, Mortgages
or other Mortgage Loan Documents, including, without limitation, any
such valid offset, defense, counterclaim or right based on intentional
fraud by the Seller in connection with the origination of the Mortgage
Loan, that would deny the Mortgagee (as defined in the related Mortgage
Loan Purchase Agreement) the principal benefits intended to be provided
by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no
such notation is found, it will be a Test pass.	Collective Asset Status Reports
	3. Mortgage Provisions.
 The Mortgage Loan documents for each Mortgage Loan contain provisions
that render the rights and remedies of the holder thereof adequate for
the practical realization against the Mortgaged Property of the
principal benefits of the security intended to be provided thereby,
including realization by judicial or, if applicable, nonjudicial
foreclosure subject to the limitations set forth in the Standard
Qualifications.	3	Review
 the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an
indication that the Mortgage Loan Documents contain provisions that
render the rights and remedies of the holder thereof adequate for the
practical realization against the Mortgaged Property of the principal
benefits of the security intended to be provided thereby, including
realization by judicial or, if applicable, non-judicial foreclosure
subject to the limitations set forth in the Standard Qualifications. If
such indication exists, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion
	4. Mortgage Status; Waivers and Modifications.
 Since origination and except by written instruments set forth in the
related Mortgage File (a) the material terms of such Mortgage, Mortgage
Note, Mortgage Loan	4a	Review
 the Collective Asset Status Reports and Mortgage Loan Documents for an
indication that the material terms of such documents have been waived,
impaired, modified, altered,	Mortgage Loan Documents; Collective Asset Status Reports


 



    Exhibit PP-4 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	guaranty,
 and related Mortgage Loan documents have not been waived, impaired,
modified, altered, satisfied, canceled, subordinated or rescinded in any
 respect which materially interferes with the security intended to be
provided by such Mortgage; (b) no related Mortgaged Property or any
portion thereof has been released from the lien of the related Mortgage
in any manner which materially interferes with the security intended to
be provided by such Mortgage or the use or operation of the remaining
portion of such Mortgaged Property; and (c) neither the related
Mortgagor nor the related guarantor has been released from its material
obligations under the Mortgage Loan. With respect to each Mortgage Loan,
 except as contained in a written document included in the Mortgage
File, there have been no modifications, amendments or waivers consented
to by Seller on or after the Cut-off Date that could be reasonably
expected to have a material adverse effect on such Mortgage Loan.	 	satisfied,
 cancelled, subordinated or rescinded in any respect which materially
interferes with the security intended to be provided by such Mortgage,
except by written instruments set forth in the related Mortgage File. If
 no such indication is found, it will be a Test pass.	 
	4b	Review
 the Collective Asset Status Reports and Mortgage Loan Documents for an
indication that a related Mortgaged Property or any portion thereof has
been released from the lien of the related Mortgage in any manner which
materially interferes with the security intended to be provided by such
Mortgage or the use or operation of the remaining portion of such
Mortgaged Property except by written instruments set forth in the
related Mortgage File. If no such indication is found, it will be a Test
 pass.	Collective Asset Status Reports; Mortgage Loan Documents
	4c	Review
 the Collective Asset Status Reports and Mortgage Loan Documents for
notation that neither the related Mortgagor nor the related guarantor
has been released from its material obligations under the Mortgage Loan
except by written instruments set forth in the related Mortgage File. If
 no such notation is found, it will be a Test pass.	Collective Asset Status Reports; Mortgage Loan Documents
	4d	Review
 the Collective Asset Status Reports and Mortgage Loan Documents for
notation of a modification, amendment or waiver that could be reasonably
 expected to have a material adverse effect on such Mortgage Loan that
was consented to by the Seller on or after the Cut-off Date. If no such
notation is found, it will be a Test pass.	Collective Asset Status Reports; Mortgage Loan Documents
	5. Lien;
    Valid Assignment. Subject to the Standard Qualifications, each
assignment of Mortgage and assignment of Assignment of
    Leases from Seller constitutes a legal, valid and binding assignment
 from Seller. Each related Mortgage and Assignment of
    Leases is freely assignable without the consent of the related
Mortgagor. Each related Mortgage is a legal, valid and
    enforceable first lien on the related Mortgagor’s fee (or with
respect to those Mortgage Loans described in
    representation and warranty 34 hereof, leasehold) interest in the
Mortgaged Property in the principal amount of such Mortgage
    Loan or allocated loan amount (subject only to Permitted
Encumbrances (as defined below) and the exceptions to representation
    and warranty 6 set forth in Schedule C to Exhibit C of the related Mortgage Loan Purchase Agreement (each such
    exception, a “Title Exception”)), except as the enforcement thereof may be limited by the	5a	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion regarding any assignment of Mortgage or
Assignment of Leases not constituting a legal, valid and binding
assignment from the Seller, subject to the Insolvency Qualifications. If
 such a notation or other indication is not found, it will be a Test
pass.	Collective Asset Status Reports
	5b	Review
 the related Mortgage and the Assignment of Leases for each property for
 provisions to the effect that the related Mortgage and Assignment of
Leases is not freely assignable without the consent of the related
Mortgagor. If no such provision is found, it will be a Test pass.	Mortgage; Assignment of Leases
	5c	Review the Title Policy (as defined in representation and warranty 6) to determine if the related Mortgage is a first lien on	Title Policy; Mortgage; Mortgage Loan Schedule


 



    Exhibit PP-5 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	
 Standard Qualifications. Such Mortgaged Property (subject to and
excepting Permitted Encumbrances and the Title Exceptions) as of
origination was, and as of the Cut-off Date, to Seller’s knowledge, is
free and clear of any recorded mechanics’ liens, recorded materialmen’s
liens and other recorded encumbrances which are prior to or equal with
the lien of the related Mortgage, except those which are bonded over,
escrowed for or insured against by a lender’s title insurance policy (as
 described below), and, to Seller’s knowledge and subject to the rights
of tenants (as tenants only) (subject to and excepting Permitted
Encumbrances and the Title Exceptions), no rights exist which under law
could give rise to any such lien or encumbrance that would be prior to
or equal with the lien of the related Mortgage, except those which are
bonded over, escrowed for or insured against by a lender’s title
insurance policy (as described below). Notwithstanding anything herein
to the contrary, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
 possession or control of such items or actions other than the filing of
 UCC financing statements is required in order to effect such
perfection.	 	the
 related Mortgagor’s fee (or with respect to those Mortgage Loans
described in representation and warranty 34 hereof, leasehold) interest
in the Mortgaged Property. Compare the amount of the Title Policy to the
 principal amount of the Mortgage Loan or allocated loan amount to
determine whether they are equivalent. If each such determination is
made, it will be a Test pass.	 
	5d	Review
 the Title Policy to determine if the Mortgaged Property was free and
clear of any recorded mechanics liens, recorded materialmen’s liens and
other recorded encumbrances which are prior to or equal with the lien of
 the related Mortgage (other than Permitted Encumbrances, Title
Exceptions and those which are bonded over, escrowed for or insured
against by the applicable Title Policy). If so determined, it will be a
Test pass.	Title Policy
	5e	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion that, as of the Cut-off Date, the Seller had
knowledge that the Mortgaged Property was not free and clear of any
recorded mechanics’ liens, recorded materialmen’s liens and other
recorded encumbrances that would be prior to or equal with the lien of
the related Mortgage (other than Permitted Encumbrances, Title
Exceptions and those which are bonded over, escrowed for or insured
against by the applicable Title Policy). If such a notation or other
indication is not found, it will be a Test pass.	Collective Asset Status Reports
	5f	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion that, subject to the rights of tenants, there
are rights existing which under law could give rise to any such lien or
encumbrance that would be prior to or equal with the lien of the related
 Mortgage, except for Permitted Encumbrances and those which are bonded
over, escrowed for or insured against by the a lender’s title insurance
policy. If such a notation or other indication is not found, it will be a
 Test pass.	Collective Asset Status Reports
	5g	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion that the Seller did not have legal, valid and
enforceable first lien on the related Mortgagor’s fee (or if identified
on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged
Property or good and 	Collective Asset Status Reports


 



    Exhibit PP-6 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	 	 	marketable
 title free and clear of any pledge, lien, encumbrance or security
interest. If such a notation or other indication is not found, it will
be a Test pass.	 
	6. Permitted Liens; Title Insurance.
 Each Mortgaged Property securing a Mortgage Loan is covered by an
American Land Title Association loan title insurance policy or a
comparable form of loan title insurance policy approved for use in the
applicable jurisdiction (or, if such policy is yet to be issued, by a
pro forma policy, a preliminary title policy with escrow instructions or
 a “marked up” commitment, in each case binding on the title insurer)
(the “Title Policy”) in the original principal amount of such
Mortgage Loan (or with respect to a Mortgage Loan secured by multiple
properties, an amount equal to at least the allocated loan amount with
respect to the Title Policy for each such property) after all advances
of principal (including any advances held in escrow or reserves), that
insures for the benefit of the owner of the indebtedness secured by the
Mortgage, the first-priority lien of the Mortgage, which lien is subject
 only to (a) the lien of current real property taxes, water charges,
sewer rents and assessments not yet due and payable; (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of public record; (c) the exceptions (general and specific) and
exclusions set forth in such Title Policy; (d) other matters to which
like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the
related Mortgaged Property and condominium declarations; and (f) if the
related Mortgage Loan constitutes a Crossed Mortgage Loan, the lien of
the Mortgage for the related Crossed Mortgage Loan or Crossed Mortgage
Loans; provided that none of such items (a) through (f),
 individually or in the aggregate, materially and adversely interfere
with the value or current use of the Mortgaged Property, the security
intended to be provided by such Mortgage, or the current ability of the
related Mortgaged Property to generate net cash flow sufficient to
service the related Mortgage Loan, or the Mortgagor’s ability to pay its
 obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a)
 of the immediately preceding sentence, any such taxes, assessments and
other charges shall not be considered due and payable until the date on
which interest and/or penalties would be payable thereon. Except as
contemplated by clause (f) of the preceding sentence none of the
Permitted Encumbrances are mortgage liens that are senior to or
coordinate and co-equal with the lien 	6a	Review
 the Title Policy to determine if it is an American Land Title
Association loan title insurance policy or another comparable form of
loan title insurance policy approved for use in the applicable
jurisdiction. Review the Mortgage Loan Documents to determine if the
amount of the policy covers the amount of the Mortgage Loan, or for
multiple properties, an amount equal to the allocated loan amount after
all advances of principal. If so determined with respect to each part of
 this Test, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	6b	Review
 the Title Policy to determine if the first-priority lien of the
Mortgage is subject only to Permitted Encumbrances, as defined in
representation and warranty 6 and the exceptions to representation and
warranty 6 set forth in Schedule C to Exhibit C of the related Mortgage Loan Purchase Agreement. If so determined, it will be a Test pass.	Title Policy
	6c	Review
 the Title Policy to determine if any Permitted Encumbrance is a
mortgage lien that is senior to or coordinate and co-equal to the lien
of the related Mortgage, other than as contemplated by item (f) in the
definition of Permitted Encumbrances. If not so determined, it will be a
 Test pass.	Title Policy
	6d	Review
 the Title Policy and Collective Asset Status Reports for a notation or
other indication that the coverage is not in full force and effect, that
 all premiums thereon have not been paid or that claims have been made
by the Seller. If no such notation or other indication is found, it will
 be a Test pass.	Title Policy; Collective Asset Status Reports
	6e	Review
 the Collective Asset Status Reports for a notation or other indication
that the Seller, or any other holder of the Mortgage Loan, has done, by
act or omission, anything that would materially impair the coverage
under such policy. If such a notation or other indication is not found,
it will be a Test pass.	Collective Asset Status Reports


 



    Exhibit PP-7 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	of
 the related Mortgage. Such Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid, no claims have been made by
 Seller thereunder and no claims have been paid thereunder. Neither
Seller nor, to Seller’s knowledge, any other holder of the Mortgage
Loan, has done, by act or omission, anything that would materially
impair the coverage under such Title Policy.	 	 	 
	7. Junior Liens.
 It being understood that Subordinate Companion Loans secured by the
same Mortgage as a Mortgage Loan are not subordinate mortgages or junior
 liens, except for any Crossed Mortgage Loans, there are, as of
origination, and to Seller’s knowledge, as of the Cut-off Date, no
subordinate mortgages or junior liens securing the payment of money
encumbering the related Mortgaged Property (other than Permitted
Encumbrances and the Title Exceptions, taxes and assessments, mechanics’
 and materialmen’s liens (which are the subject of the representation in
 representation and warranty 5 above), and equipment and other personal
property financing). Except as set forth in Exhibit C-32-1 to Exhibit C
 of the applicable Mortgage Loan Purchase Agreement, Seller has no
knowledge of any mezzanine debt secured directly by interests in the
related Mortgagor.	7a	Review
 the Title Policy to determine if there is any subordinate mortgage or
junior lien encumbering the related Mortgaged Property, except for any
Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title Policy
	7b	Review
 the Title Policy to determine if, as of origination and the Cut-off
Date, there are no subordinate mortgages or junior mortgage liens
securing the payment of money encumbering the related Mortgaged Property
 other than Permitted Encumbrances and the Title Exceptions, taxes and
assessments, mechanics’ and materialmen’s liens and equipment and other
personal property financing. If so determined, it will be a Test pass.	Title Policy
	7c	Review
 the Collective Asset Status Reports for a notation or other indication
that, except as set forth in Exhibit C-32-1 to Exhibit C of the
applicable Mortgage Loan Purchase Agreement, the Seller had knowledge
of: (1) any mezzanine debt secured directly by interests in the related
Mortgagor or (2) any subordinate mortgages or junior liens securing the
payment of money encumbering the related Mortgaged Property (other than
Permitted Encumbrances and the Title Exceptions, taxes and assessments,
mechanics’ and materialmen’s liens If such a notation or other
indication is not found, it will be a Test pass.	Collective Asset Status Reports
	8. Assignment of Leases and Rents.
 There exists as part of the related Mortgage File an Assignment of
Leases (either as a separate instrument or incorporated into the related
 Mortgage). Subject to the Permitted Encumbrances and the Title
Exceptions, each related Assignment of Leases creates a valid
first-priority collateral assignment of, or a valid first-priority lien
or security interest in, rents and certain rights under the related
lease or leases, subject only to a license granted to the related
Mortgagor to exercise certain rights and to perform certain obligations
of the lessor under such lease or leases, including the right to operate
 the related leased property, except as the enforcement thereof may be
limited 	8a	Review
 the Mortgage File to determine if an Assignment of Leases (either as a
separate instrument or incorporated into the related Mortgage) is in the
 Mortgage File. If so determined, it will be a Test pass.	Mortgage File; Assignment of Leases
	8b	Review
 the Title Policy to determine if the Mortgage, or any related
Assignment of Leases, has been recorded, and creates a valid
first-priority collateral assignment of, or a valid first-priority lien
or security interest in, rents and certain rights under the related
lease or leases, subject only to a license granted to the related
Mortgagor to exercise certain rights and to perform 	Title Policy; Mortgage; Assignment of Leases


 



    Exhibit PP-8 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	by
 the Standard Qualifications. The related Mortgage or related Assignment
 of Leases, subject to applicable law and the Standard Qualifications,
provides that, upon an event of default under the Mortgage Loan, a
receiver is permitted to be appointed for the collection of rents or for
 the related Mortgagee to enter into possession to collect the rents or
for rents to be paid directly to the Mortgagee.	 	certain
 obligations of the lessor under such lease or leases, including the
right to operate the related leased property, except as the enforcement
thereof may be limited by the Standard Qualifications. If so determined
with respect to each part of this Test, it will be a Test pass.	 
	8c	Review
 the Assignment of Leases (either as a separate instrument or
incorporated into the related Mortgage) to determine if the related
Mortgage, or related Assignment of Leases, subject to applicable law and
 the Standard Qualifications, provides that upon an event of default
under the Mortgage Loan, a receiver is permitted to be appointed for the
 collection of rents or for the related Mortgagee to enter into
possession to collect the rents or for rents or for the related
Mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the Mortgagee. If so determined, it will be a Test
pass.	Assignment of Leases; Mortgage
	9. UCC Filings.
 If the related Mortgaged Property is operated as a hospitality
property, Seller has filed and/or recorded or caused to be filed and/or
recorded (or, if not filed and/or recorded, has submitted or caused to
be submitted in proper form for filing and/or recording), UCC financing
statements in the appropriate public filing and/or recording offices
necessary at the time of the origination of the Mortgage Loan to perfect
 a valid security interest in all items of physical personal property
reasonably necessary to operate such Mortgaged Property owned by such
Mortgagor and located on the related Mortgaged Property (other than any
non-material personal property, any personal property subject to a
purchase money security interest, a sale and leaseback financing
arrangement as permitted under the terms of the related Mortgage Loan
documents or any other personal property leases applicable to such
personal property), to the extent perfection may be effected pursuant to
 applicable law by recording or filing, as the case may be. Subject to
the Standard Qualifications, each related Mortgage (or equivalent
document) creates a valid and enforceable lien and security interest on
the items of personalty described above. No representation is made as to
 the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or
actions other than the filing of UCC financing statements are required
in order to effect such perfection.	9	If
 the related Mortgaged Property is operated as a hospitality property,
review the Collective Asset Status Reports for a notation or other
indication of inappropriately filed or nonexistent UCC-1 financing
statements. If such a notation or other indication is not found, it will
 be a Test pass.	Collective Asset Status Reports
	10. Condition of Property. Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property	10a	Review
 the engineering report or property condition assessment in the Mortgage
 File to determine if it is dated within six months	Engineering report; Property condition assessment


 



    Exhibit PP-9 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	
        within six months of origination of the Mortgage Loan and within
        twelve months of the Cut-off Date.

         

        An
 engineering report or property condition assessment was prepared
        in connection with the origination of each Mortgage Loan no more
 than twelve months prior to the Cut-off Date. To Seller’s
        knowledge, based solely upon due diligence customarily performed
 in connection with the origination of comparable mortgage loans,
        as of the Closing Date, each related Mortgaged Property was free
 and clear of any material damage (other than (i) deferred maintenance
        for which escrows were established at origination and (ii) any
damage fully covered by insurance) that would affect materially
        and adversely the use or value of such Mortgaged Property as
security for the Mortgage Loan.

         
	 	of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	 
	10b	Review
 the engineering report or property condition assessment in the Mortgage
 File to determine if it was dated no more than twelve months prior to
the Cut-off Date. Review the engineering report to confirm that each
related Mortgaged Property is free of material damage. If so determined
with respect to each part of the Test, it will be a Test pass.	Engineering report; Property condition assessment
	10c	Review
 the Collective Asset Status Reports for a notation or other indication
that the Seller had knowledge of issues with the physical condition of
the Mortgaged Property that the Seller believed would have a material
adverse effect on the value or use of the Mortgaged Property other than
those disclosed in the most recently dated engineering report or
Servicing File and those addressed in sub-clauses (i) and (ii) of
representation and warranty 10. If such a notation or other indication
is not found, it will be a Test pass.	Collective Asset Status Reports
	11. Taxes and Assessments.
 All taxes, governmental assessments and other outstanding governmental
charges (including, without limitation, water and sewage charges), or
installments thereof, which could be a lien on the related Mortgaged
Property that would be of equal or superior priority to the lien of the
Mortgage and that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid, or an escrow
of funds has been established in an amount sufficient to cover such
payments and reasonably estimated interest and penalties, if any,
thereon. For purposes of this representation and warranty 11, real
estate taxes and governmental assessments and other outstanding
governmental charges and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which
enforcement action is entitled to be taken by the related taxing
authority.	11	Review
 the Collective Asset Status Reports for a notation or other indication
that all taxes, governmental assessments and other outstanding
governmental charges (including, without limitation, water and sewage
charges), or installments thereof, which could be a lien on the related
Mortgage Property that would be of equal or superior priority to the
lien of the Mortgage and that prior to the Cut-off Date have come
delinquent in respect of the Mortgaged Property have not been paid, or
an escrow of funds has been established in an amount sufficient to cover
 such payments and reasonably estimated interest and penalties, if any,
thereon. If such a notation or other indication is not found, it will be
 a Test pass.	Collective Asset Status Reports
	12. Condemnation.
 As of the date of origination and to Seller’s knowledge as of the
Cut-off Date, there is no proceeding pending, and, to Seller’s knowledge
 as of the date of origination and as of the Cut-off Date, there is no
proceeding threatened, for the total or partial condemnation of such
Mortgaged Property that would have a material adverse effect on the
value, use or operation of the Mortgaged Property.	12	Review
 the Collective Asset Status Reports for a notation or other indication
of any proceeding pending or threatened for the total or partial
condemnation of such Mortgaged Property as of the Cut-off Date and as of
 the origination date, or for a notation or other indication that the
Seller had knowledge as of the Cut-off Date and as of the origination
date of any such proceeding 	Collective Asset Status Reports


 



    Exhibit PP-10 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	 	 	that
 would have a material adverse effect on the value, use or operation of
the Mortgaged Property. If such a notation or other indication is not
found, it will be a Test pass.	 
	13. Actions Concerning Mortgage Loan.
 As of the date of origination and to Seller’s knowledge as of the
Cut-off Date, there was no pending or filed action, suit or proceeding,
arbitration or governmental investigation involving any Mortgagor,
guarantor or Mortgagor’s interest in the Mortgaged Property, an adverse
outcome of which would reasonably be expected to materially and
adversely affect (a) such Mortgagor’s title to the Mortgaged Property,
(b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s
 ability to perform under the related Mortgage Loan, (d) such
guarantor’s ability to perform under the related guaranty, (e) the
principal benefit of the security intended to be provided by the
Mortgage Loan documents or (f) the current principal use of the
Mortgaged Property.	13a	Review
 the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the
Collective Asset Status Reports for an indication of pending or filed
action, suit or proceeding, arbitration or governmental investigation
involving any Mortgagor, guarantor, or Mortgagor’s interest in the
Mortgaged Property that existed on the origination date. If such an
indication is not found, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	13b	Review
 the Collective Asset Status Reports to determine if an adverse outcome
of any such pending, filed or threatened action, suit or proceeding,
arbitration or governmental investigation involving any Mortgagor,
guarantor, or Mortgaged Property would reasonably be expected to
adversely affect the matters set forth in clauses (a)-(f) of
representation and warranty 13. If any such adverse outcome would not
reasonably be expected to adversely affect the matters set forth in
clauses (a)-(f) of representation and warranty 13, it will be a Test
pass.	Collective Asset Status Reports
	14. Escrow Deposits.
 All escrow deposits and escrow payments required to be escrowed with
lender pursuant to each Mortgage Loan (including any capital
improvements and environmental remediation reserves) are in the
possession, or under the control, of Seller or its servicer, and there
are no deficiencies or delinquencies (subject to any applicable grace or
 cure periods) in connection therewith, and all such escrows and
deposits (or the right thereto) that are required to be escrowed with
lender under the related Mortgage Loan documents are being conveyed by
Seller to Purchaser or its servicer. 	14a	Review
 the Collective Asset Status Reports for a notation or other indication
of any escrow deposits and escrow payments required to be escrowed with
the lender pursuant to each Mortgage Loan not in the servicer’s
possession or control. If such a notation or other indication is not
found, it will be a Test pass.	Collective Asset Status Reports
	14b	Review
 the Diligence File and the Collective Asset Status Reports to determine
 if all escrows and deposits required pursuant to the Mortgage Loan have
 been conveyed by the Seller to the Purchaser or its servicer. If so
determined, it will be a Test pass.	Diligence File; Collective Asset Status Reports
	15. No Holdbacks.
 The principal amount of the Mortgage Loan stated on the Mortgage Loan
Schedule has been fully disbursed as of the Closing Date and there is no
 requirement for future advances thereunder (except in those cases where
 the full amount of the Mortgage Loan has been disbursed but a portion
thereof is being held in escrow or reserve accounts pending the
satisfaction of certain conditions relating to leasing, repairs,
occupancy, performance or other matters with respect to the related
Mortgaged Property, the Mortgagor or other considerations determined by
Seller to merit such holdback).	15a	Review
 the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and
origination settlement statement to determine if the principal amount of
 the Mortgage Loan was fully disbursed as of the Closing Date. If so
determined, it will be a Test pass.	Mortgage Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	15b	Review
 the Mortgage Loan Documents to determine if there is no requirement for
 future advances by the Mortgagee (except in those cases where the full
amount of the Mortgage Loan has been disbursed but a portion thereof is
being held in escrow or reserve accounts pending the satisfaction of
certain conditions relating to 	Mortgage Loan Documents


 



    Exhibit PP-11 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	 	 	leasing,
 repairs, occupancy, performance or other matters with respect to the
related Mortgaged Property, the Mortgagor or other considerations
determined by the Seller to merit such holdback). If so determined, it
will be a Test pass.	 
	
        16. Insurance.
 Each related Mortgaged Property is, and
        is required pursuant to the related Mortgage to be, insured by a
 property insurance policy providing coverage for loss in accordance
        with coverage found under a “special cause of loss form” or “all
 risk form” that includes replacement cost
        valuation issued by an insurer meeting the requirements of the
related Mortgage Loan documents and having a claims-paying or financial
        strength rating of at least “A-:VIII” from A.M. Best Company or
“A3” (or the equivalent) from Moody’s
        or “A-” from S&P (collectively the “Insurance Rating Requirements”),
 in an amount (subject to
        a customary deductible) not less than the lesser of (1) the
original principal balance of the Mortgage Loan or Whole Loan, as
applicable,
        and (2) the full insurable value on a replacement cost basis of
the improvements, furniture, furnishings, fixtures and equipment
        owned by the Mortgagor and included in the Mortgaged Property
(with no deduction for physical depreciation), but, in any event,
        not less than the amount necessary, or containing such
endorsements as are necessary, to avoid the operation of any coinsurance
        provisions with respect to the related Mortgaged Property.

         

        Each
 related Mortgaged Property is also covered, and required
        to be covered pursuant to the related Mortgage Loan documents,
by business interruption or rental loss insurance which (subject
        to a customary deductible) covers a period of not less than 12
months (or with respect to each Mortgage Loan on a single asset
        with a principal balance of $50 million or more, 18 months).

         

        If
 any material part of the improvements, exclusive of a parking
        lot, located on a Mortgaged Property is in an area identified in
 the Federal Register by the Federal Emergency Management Agency
        as having special flood hazards, the related Mortgagor is
required to maintain insurance in an amount at least equal to the least
        of (A) the maximum amount available under the National Flood
Insurance Program plus any such additional excess flood coverage in
        an amount as is generally required by prudent institutional
commercial mortgage lenders originating

         
	16a	Review
 the Insurance Summary Report (or solely with respect to residential
cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if it shows that the related
Mortgaged Property is insured by a property insurance policy providing
coverage for loss in accordance with coverage found under a “special
cause of loss form” or “all-risk form” that includes replacement cost
valuation issued by an insurer meeting the requirements of the related
Mortgage Loan Documents and the Insurance Rating Requirements, in an
amount (subject to customary deductibles) not less than the lesser of
(1) the original principal balance of any Mortgage Loan or Whole Loan,
as applicable, and (2) the full insurable value on a replacement cost
basis of the improvements, furniture, furnishings, fixtures and
equipment owned by the mortgagor and included in the Mortgaged Property
(with no deduction for physical depreciation), but, in any event, not
less than the amount necessary or containing such endorsements as are
necessary to avoid the operation of any coinsurance provisions with
respect to the Mortgaged Property. If so determined, it will be a Test
pass.	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance)
	16b	Review
 the Mortgage Loan Documents for provisions requiring the insurance
coverage as stated in Test 18a above. If such provisions are found, it
will be a Test pass.	Mortgage Loan Documents
	16c	Review
 the Insurance Summary Report (or, solely with respect to residential
cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if it shows that the related
Mortgaged Property is insured for business interruption or rental loss
insurance which (subject to a customary deductible) covers a period of
not less than 12 months (or with respect to a Mortgage Loan on a single
asset with a principal balance of $50 million or more, 18 months). If
such provisions are found, it will be a Test pass.	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance)
	16d	Review
 the Mortgage Loan Documents for provisions requiring the insurance
coverage as stated in Test 18c above. If such provisions are found, it
will be a Test pass.	Mortgage Loan Documents


 



    Exhibit PP-12 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	
        mortgage loans for securitization, (B) the outstanding principal
        amount of the Mortgage Loan and (C) the insurable value of the Mortgaged Property.

         

        If
 the Mortgaged Property is located within 25 miles of the
        coast of the Gulf of Mexico or the Atlantic coast of Florida,
Georgia, South Carolina or North Carolina, the related Mortgagor
        is required to maintain coverage for windstorm and/or windstorm
related perils and/or “named storms” issued by an insurer
        meeting the Insurance Rating Requirements or endorsement
covering damage from windstorm and/or windstorm related perils and/or
        named storms by an insurer meeting the Insurance Rating
Requirements, in an amount not less than the lesser of (1) the original
        principal balance of the Mortgage Loan and (2) the full
insurable value on a replacement cost basis of the improvements,
furniture,
        furnishings, fixtures and equipment owned by the Mortgagor and
included in the Mortgaged Property (with no deduction for physical
        depreciation), but, in any event, not less than the amount
necessary or containing such endorsements as are necessary to avoid
        the operation of any coinsurance provisions with respect to the
related Mortgaged Property.

         

        The
 Mortgaged Property is covered, and required to be covered
        pursuant to the related Mortgage Loan documents, by a commercial
 general liability insurance policy issued by an insurer meeting
        the Insurance Rating Requirements including coverage for
property damage, contractual damage and personal injury (including
bodily
        injury and death) in amounts as are generally required by Seller
 for similar commercial and multifamily loans intended for
securitization,
        and in any event not less than $1 million per occurrence and $2
million in the aggregate.

         

        An
 architectural or engineering consultant has performed an
        analysis of each of the Mortgaged Properties located in seismic
zones 3 or 4 in order to evaluate the structural and seismic condition
        of such property, for the sole purpose of assessing the probable
 maximum loss or scenario expected loss (“PML”)
        for the Mortgaged Property in the event of an earthquake. In
such instance, the PML was based on a 475-year return period, an
exposure
        period of 50 years and a 10% probability of exceedance. If the
resulting report concluded that the PML would exceed 20% of the
        amount of the replacement costs of the improvements, earthquake
insurance on such Mortgaged Property was obtained by an insurer
        rated at least

         
	16e	Review
 the Mortgage Loan Documents and/or the survey to determine if any
material part of the improvements, exclusive of a parking lot, located
on the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having “special
flood hazards.” If so determined, review the Insurance Summary to
determine whether the Mortgagor maintains insurance in an amount at
least equal to the least of (A) the maximum amount available under the
National Flood Insurance Program plus any such additional excess flood
coverage in an amount as is generally required prudent institutional
commercial mortgage lenders originating mortgage loans for
securitization, (B) the outstanding principal amount of the Mortgage
Loan and (C) the insurable value of the Mortgaged Property. If so
determined, it will be a Test pass.	Insurance Summary Report
	16f	If
 the Mortgaged Property is located within 25 miles of the coast of the
Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina
 or North Carolina, review the Insurance Summary Report to determine if
the property is covered for windstorm and/or windstorm related perils
and/or “named storms” or endorsement covering damage from windstorm
and/or windstorm related perils and/or named storms by an insurer
meeting the Insurance Rating Requirements, in an not less than the
lesser of (1) the original principal balance of the Mortgage Loan and
(2) the full insurable value on a replacement cost basis of the
improvements, furniture, furnishings, fixtures and equipment owned by
the Mortgagor and included in the Mortgaged Property (with no deduction
for physical depreciation), but, in any event, not less than the amount
necessary or containing such endorsements as are necessary to avoid the
operation of any coinsurance provisions with respect to the related
Mortgaged Property by an insurer meeting the Insurance Rating
Requirements. If so determined with respect to each part of this Test,
it will be a Test pass.	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance);
Diligence File
	16g	Review
 the Insurance Summary Report dated before the Cut-off Date (or solely
with respect to residential cooperative properties, review the insurance
 policies and/or certificates of insurance) and Mortgage Loan Documents
to determine if the Mortgage Property is covered, and required to be
covered pursuant to the 	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance); 


 



    Exhibit PP-13 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	
        “A:VIII” by A.M. Best Company or “A3"
        (or the equivalent) from Moody’s or “A-” by S&P in an amount not less than 100% of the PML.

         

        The
 Mortgage Loan documents require insurance proceeds (or an
        amount equal to such insurance proceeds) in respect of a
property loss to be applied either (a) to the repair or restoration of
        all or part of the related Mortgaged Property, with respect to
all property losses in excess of 5% of the then outstanding principal
        amount of the related Mortgage Loan or Whole Loan, as
applicable, the lender (or a trustee appointed by it) having the right
to
        hold and disburse such proceeds as the repair or restoration
progresses, or (b) to the payment of the outstanding principal balance
        of such Mortgage Loan or Whole Loan, as applicable, together
with any accrued interest thereon.

         

        All
 premiums on all insurance policies referred to in this section
        that are required by the related Mortgage Loan documents to be
paid as of the Cut-off Date have been paid, and such insurance policies
        name the lender under the Mortgage Loan and its successors and
assigns as a loss payee under a mortgagee endorsement clause or,
        in the case of the general liability insurance policy, as named
or additional insured. Such insurance policies will inure to the
        benefit of the Trustee. Each related Mortgage Loan obligates the
 related Mortgagor to maintain all such insurance and, at such
        Mortgagor’s failure to do so, authorizes the lender to maintain
such insurance at the Mortgagor’s cost and expense
        and to charge such Mortgagor for related premiums. All such
insurance policies (other than commercial liability policies) require
        at least 10 days’ prior notice to the lender of termination or
cancellation arising because of nonpayment of a premium and
        at least 30 days prior notice to the lender of termination or
cancellation (or such lesser period, not less than 10 days, as may
        be required by applicable law) arising for any reason other than
 non-payment of a premium and no such notice has been received
        by Seller.

         
	 	related
 Mortgage Loan Documents, by a commercial general liability insurance
policy issued by an insurer meeting the Insurance Rating Requirements
including coverage for property damage, contractual damage and personal
injury (including bodily injury and death) in amounts as are generally
required by the Seller for similar commercial and multifamily loans
intended for securitization, and in any event not less than $1 million
per occurrence and $2 million in the aggregate. If so determined, it
will be a Test pass.	Mortgage Loan Documents
	16h	Review
 the property condition assessment to determine if the properties are
located in a seismic zone 3 or 4. If so determined, review the seismic
engineering study to determine if it has been performed by an
architectural or engineering consultant for the sole purpose of
assessing the PML for the Mortgaged Property in the event of an
earthquake and based on a 475-year return period, an exposure period of
50 years and a 10% probability of exceedance. If so determined, it will
be a Test pass.	Property condition assessment; Seismic engineering study
	16i	Review
 the most recent seismic engineering study or Insurance Summary Report
(or solely with respect to residential cooperative properties, review
the insurance policies and/or certificates of insurance) to determine if
 the PML would exceed 20% of the amount of the replacement costs of the
improvements, and if so, review to determine if earthquake insurance on
such Mortgaged Property was obtained. If so determined, determine if the
 insurer is rated at least “A:VIII” by

A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by
S&P. The insurance amount should be not less than 100% of the PML.
If so determined with respect to each part of the Test, it will be a
Test pass.	Seismic
 engineering study; Insurance Summary Report (solely with respect to
residential cooperative properties, the insurance policies and/or
certificates of insurance)
	16j	Review
 the Mortgage Loan Documents for provisions requiring that insurance
proceeds (or an amount equal to such insurance proceeds) in respect of a
 property loss be applied either (a) to the repair or restoration of all
 or part of the related Mortgaged Property, with respect to all property
 losses in excess of 5% of the then-outstanding principal amount of the
Mortgage Loan, the lender (or a trustee appointed by it) having the
right to hold and disburse such proceeds as the repair or restoration
progresses, or (b) to the payment of the outstanding principal balance
of such 	Mortgage Loan Documents


 



    Exhibit PP-14 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	 	 	Mortgage
 Loan or Whole Loan, as applicable, together with any accrued interest
thereon. If such provisions are found, it will be a Test pass.	 
	 	16k	Review
 the Collective Asset Status Reports for a notation or other indication
that insurance premiums are current as of the Cut-off Date. If such a
notation or other indication is found, it will be a Test pass.	Collective Asset Status Reports
	 	16l	Review
 the Insurance Summary Report (or solely with respect to residential
cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance policies name
the lender under any Mortgage Loan and its successors and assigns as a
loss payee under a mortgagee endorsement clause or, in the case of the
general liability insurance policy, as named or additional insured. If
so determined, it will be a Test pass.	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance)
	 	16m	Review
 the Insurance Summary Report (or solely with respect to residential
cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance will inure to
the benefit of the trustee. If so determined, it will be a Test pass.	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance)
	 	16n	Review
 the Mortgage Loan Documents to determine if any Mortgage Loan obligates
 the Mortgagor to maintain all such insurance and, at such Mortgagor’s
failure to do so, authorizes the lender to maintain such insurance at
the Mortgagor’s cost and expense and to charge such Mortgagor for
related premiums. If so determined, it will be a Test pass.	Mortgage Loan Documents
	 	16o	Review
 the Insurance Summary Report (or solely with respect to residential
cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance policies (other
 than commercial liability policies) require at least 10 days’ prior
notice to the lender of termination or cancellation arising because of
nonpayment of a premium and at least 30 days’ prior notice to the lender
 of termination or cancellation (or such lesser period, not less than 10
 days, as may be required by applicable law) arising for any reason
other than non-payment of a premium. If so determined, it will be a Test
 pass.	Insurance
 Summary Report (solely with respect to residential cooperative
properties, the insurance policies and/or certificates of insurance)
	 	16p	Review the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have 	Collective Asset Status Reports


 



    Exhibit PP-15 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	 	 	been received by the Seller. If such a notation or other indication is not found, it will be a Test pass.	 
	17. Access; Utilities; Separate Tax Lots.
 Each Mortgaged Property (a) is located on or adjacent to a public road
and has direct legal access to such road, or has access via an
irrevocable easement or irrevocable right of way permitting ingress and
egress to/from a public road, (b) is served by or has uninhibited access
 rights to public or private water and sewer (or well and septic) and
all required utilities, all of which are adequate for the current use of
 the Mortgaged Property, and (c) constitutes one or more separate tax
parcels which do not include any property which is not part of the
Mortgaged Property or is subject to an endorsement under the related
Title Policy insuring the Mortgaged Property, or in certain cases, an
application has been, or will be, made to the applicable governing
authority for creation of separate tax lots, in which case the Mortgage
Loan requires the Mortgagor to escrow an amount sufficient to pay taxes
for the existing tax parcel of which the Mortgaged Property is a part
until the separate tax lots are created.	17a	Review
 the zoning report, Title Policy and survey, engineering report or
property condition assessment, the Sponsor Diligence and the ESA to
determine if each Mortgaged Property is located on or adjacent to a
public road and has direct legal access to such road, or has access via
an irrevocable easement or irrevocable right of way permitting ingress
and egress to/from a public road. If so determined, it will be a Test
pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17b	Review
 the zoning report, Title Policy and survey, engineering report or
property condition assessment, the Sponsor Diligence and the ESA to
determine if each Mortgaged Property is served by or has uninhibited
access rights to public or private water and sewer (or well and septic)
and all required utilities, all of which are adequate for the current
use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17c	Review
 the Title Policy and survey to determine if each Mortgaged Property
constitutes one or more separate tax parcels and do not include any
property which is not part of the Mortgaged Property or is subject to an
 endorsement under the most recently dated Title Policy insuring the
Mortgaged Property, or in certain cases, an application has been, or
will be, made to the applicable governing authority for creation of
separate tax lots, in which case any Mortgage Loan requires the
Mortgagor to escrow an amount sufficient to pay taxes for the existing
tax parcel of which the Mortgaged Property is a part until the separate
tax lots are created. If so determined, it will be a Test pass.	Title Policy; Survey; Mortgage Loan Documents
	18. No Encroachments.
 To Seller’s knowledge based solely on surveys obtained in connection
with origination and the lender’s Title Policy (or, if such policy is
not yet issued, a pro forma title policy, a preliminary title policy
with escrow instructions or a “marked up” commitment) obtained in
connection with the origination of each Mortgage Loan, all material
improvements that were included for the purpose of determining the
appraised value of the related Mortgaged Property at the time of the
origination of such Mortgage Loan are within the boundaries of the
related Mortgaged Property, except encroachments that do not materially
and adversely affect the value or current use of such Mortgaged Property
 or for	18a	Review
 the survey and Title Policy to determine if all material improvements
that were included for the purpose of determining the appraised value of
 the Mortgaged Property at the time of the origination of such Mortgage
Loan are within the boundaries of the related Mortgaged Property, except
 for encroachments that do not materially and adversely affect the value
 or current use of such Mortgaged Property or for which insurance or
endorsements were obtained under the Title Policy. If so determined, it
will be a Test pass.	Survey; Title Policy; Appraisal
	18b	Review the survey and Title Policy to determine if there exist 	Survey; Title Policy


 



    Exhibit PP-16 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	which
 insurance or endorsements were obtained under the Title Policy. No
improvements on adjoining parcels encroach onto the related Mortgaged
Property except for encroachments that do not materially and adversely
affect the value or current use of such Mortgaged Property or for which
insurance or endorsements were obtained under the Title Policy. No
improvements encroach upon any easements except for encroachments the
removal of which would not materially and adversely affect the value or
current use of such Mortgaged Property or for which insurance or
endorsements obtained with respect to the Title Policy.	 	improvements
 on adjoining parcels that encroach onto the Mortgaged Property that
materially and adversely affect the value and current use of such
Mortgage Property and for which insurance or endorsements were obtained
under the Title Policy. If not so determined, it will be a Test pass.	 
	18c	Review
 the survey and Title Policy to determine if there exist material
improvements that encroach upon any easements except for encroachments
the removal of which would not materially and adversely affect the value
 or current use of such Mortgaged Property or for which insurance or
endorsements obtained with respect to the Title Policy. If not so
determined, it will be a Test pass.	Survey; Title Policy
	19. No Contingent Interest or Equity Participation.
 No Mortgage Loan has a shared appreciation feature, any other
contingent interest feature or a negative amortization feature (except
that an ARD Loan may provide for the accrual of the portion of interest
in excess of the rate in effect prior to the Anticipated Repayment Date)
 or an equity participation by Seller.	19	Review
 the Mortgage Loan Documents for any shared appreciation feature or any
other contingent interest feature, any negative amortization feature
(except that an ARD Loan may provide for the accrual of the portion of
interest in excess of the rate in effect prior to the Anticipated
Repayment Date) or an equity participation by the Seller. If no such
feature is found with respect to each part of this Test, it will be a
Test pass.	Mortgage Loan Documents
	20. REMIC.
 The Mortgage Loan is a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code (but determined without regard to the
rule in the U.S. Department of Treasury regulations (the “Treasury Regulations”)
 Section 1.860G-2(f)(2) that treats certain defective mortgage loans as
qualified mortgages), and, accordingly, (A) the issue price of the
Mortgage Loan to the related Mortgagor at origination did not exceed the
 non-contingent principal amount of the Mortgage Loan and (B) either:
(a) such Mortgage Loan is secured by an interest in real property
(including permanently affixed buildings and distinct structural
components, such as wiring, plumbing systems and central heating and
air-conditioning systems, that are integrated into such buildings, serve
 such buildings in their passive functions and do not produce or
contribute to the production of income other than consideration for the
use or occupancy of space, but excluding personal property) having a
fair market value (i) at the date the Mortgage Loan (or related Whole
Loan) was originated at least equal to 80% of the adjusted issue price
of the Mortgage Loan (or related Whole Loan) on such date or (ii) at the
 Closing Date at least equal to 80% of the adjusted issue price of the
Mortgage Loan (or related Whole Loan) on such date, provided that for	20a	Review
 the origination settlement statement and Mortgage Note to determine if
the proceeds advanced by the Mortgagee did not exceed the non-contingent
 principal amount of the Mortgage Loan. If so determined, it will be a
Test pass.	Origination settlement statement; Mortgage Loan
	20b	Review
 the most recent appraisal and Mortgage Loan Documents to determine if
(a) the Mortgage Loan is secured by an interest in real property
(including permanently affixed buildings and distinct structural
components, such as wiring, plumbing systems and central heating and
air-conditioning systems, that are integrated into such buildings, serve
 such buildings in their passive functions and do not produce or
contribute to the production of income other than consideration for the
use or occupancy of space, but excluding personal property) having a
fair market value (i) at the date the Mortgage Loan was originated at
least equal to 80% of the initial principal amount of any Mortgage Loan
(or related Whole Loan) on such date or (ii) at the Closing Date at
least equal to 80% of the outstanding principal amount of the Mortgage
Loan (or related Whole Loan) on such date, provided that for purposes of
 clauses (i) and (ii) 	Appraisal; Mortgage Loan Documents


 



    Exhibit PP-17 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	purposes
 hereof, the fair market value of the real property interest must first
be reduced by (A) the amount of any lien on the real property interest
that is senior to the Mortgage Loan and (B) a proportionate amount of
any lien that is in parity with the Mortgage Loan; or (b) substantially
all of the proceeds of such Mortgage Loan were used to acquire, improve
or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third-party credit
 enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the
Treasury Regulations). If the Mortgage Loan was “significantly modified”
 prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code, it either (x) was modified as a result of the
default or reasonably foreseeable default of such Mortgage Loan or (y)
satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii),
 including the proviso thereto. Any prepayment premium and yield
maintenance charges applicable to the Mortgage Loan constitute
“customary prepayment penalties” within the meaning of Section
1.860G-1(b)(2) of the Treasury Regulations. All terms used in this
representation and warranty 20 shall have the same meanings as set forth
 in the related Treasury Regulations.	 	above,
 the fair market value of the real property interest must first be
reduced by (A) the amount of any lien on the real property interest that
 is senior to such Mortgage Loan and (B) a proportionate amount of any
lien that is in parity with such Mortgage Loan or (b) substantially all
of the proceeds of such Mortgage Loan were used to acquire, improve or
protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third-party credit
 enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	20c	Review
 the Collective Asset Status Reports for an indication or other notation
 that the Mortgage Loan was modified prior to the Closing Date, and if
so, if the modification was made as to result in a taxable exchange
under Section 1001 of the Code, it either (x) was modified as a result
of the default or reasonably foreseeable default of such Mortgage Loan
or (y) satisfies the provisions of either sub-clause (B)(i) in the first
 sentence of representation and warranty 20 (substituting the date of
the last such modification for the date any Mortgage Loan was
originated) or sub-clause (B)(ii) in the first sentence of
representation and warranty 20, including the proviso thereto. If there
were any such modifications, and such a notation or other indication is
found, it will be a Test pass.	Collective Asset Status Reports
	20d	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion to the effect that the Prepayment Premiums and
 Yield Maintenance Charges applicable to any Mortgage Loan do not
constitute “customary prepayment penalties”. If such a notation or other
 indication is not found, it will be a Test pass.	Collective Asset Status Reports
	21. Compliance with Certain Laws.
 The Mortgage Rate (exclusive of any default interest, late charges,
yield maintenance charge, or prepayment premiums) of such Mortgage Loan
complied as of the date of origination with, or was exempt from,
applicable state or federal laws, regulations and other requirements
pertaining to usury.	21a	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion to the effect that the terms of the Mortgage
Loan do not comply with applicable local, state, and federal laws in any
 material respect. If such a notation or other indication is not found,
it will be a Test pass.	Collective Asset Status Reports
	21b	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion to the effect that any material requirements
pertaining to the origination of any 	Collective Asset Status Reports


 



    Exhibit PP-18 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	 	 	Mortgage
 Loan, including but not limited to, usury and any and all other
material requirements of any federal, state or local law have not been
complied with. If such a notation or other indication is not found, it
will be a Test pass.	 
	 	21c	Review
 the Mortgage Loan Documents to determine if they provide that the
Mortgage Loan complied with usury laws. If so determined, it will be a
Test pass.	Mortgage Loan Documents
	22. Authorized to do Business.
 To the extent required under applicable law, as of the Cut-off Date or
as of the date that such entity held the Mortgage Note, each holder of
the Mortgage Note was authorized to transact and do business in the
jurisdiction in which each related Mortgaged Property is located, or the
 failure to be so authorized does not materially and adversely affect
the enforceability of such Mortgage Loan by the Trust.	22	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion that as of the date that the Seller or any
prior Mortgagee held the Mortgage Note, each such holder of the Mortgage
 Note was not authorized to transact or do business in the jurisdiction
in which each related Mortgaged Property is located. If such a notation
or other indication is found, determine whether the failure to be so
authorized could not materially and adversely affect the enforceability
of such Mortgage Loan by the Trust. If so determined, it will be a Test
pass.	Collective Asset Status Reports
	23. Trustee under Deed of Trust.
 With respect to each Mortgage which is a deed of trust, as of the date
of origination and, to Seller’s knowledge, as of the Closing Date, a
trustee, duly qualified under applicable law to serve as such, currently
 so serves and is named in the deed of trust or has been substituted in
accordance with the Mortgage and applicable law or may be substituted in
 accordance with the Mortgage and applicable law by the related
Mortgagee, and, except in connection with a trustee’s sale after a
default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or security for the
related Mortgage Loan, no fees are payable to such trustee except for de minimis
 fees paid or such fees as required by the applicable jurisdiction which
 are to be paid by such Mortgagor in accordance with the related
Mortgage Loan documents.	23a	Review the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage Loan Documents
	23b	Review
 the Mortgage Loan Documents for an indication that, except in
connection with a trustee’s sale after a default by the Mortgagor or in
connection with any full or partial release of the Mortgaged Property or
 security for the related Mortgage Loan, no fees are payable to such
trustee except for de minimis fees paid or such fees as required
by the applicable jurisdiction which are to be paid by such Mortgagor in
 accordance with the related Mortgage Loan Documents. If so determined,
it will be a Test pass.	Mortgage Loan Documents
	24. Local Law Compliance.
 To Seller’s knowledge, based upon any of a letter from any governmental
 authorities, a legal opinion, an architect’s letter, a zoning
consultant’s report, an endorsement to the related Title Policy, or
other affirmative investigation of local law compliance consistent with
the investigation conducted by Seller for similar commercial and
multifamily mortgage loans intended for securitization, the improvements
 located on or forming part of each Mortgaged Property securing a
Mortgage Loan as of the date of origination of such Mortgage 	24a	Review
 the zoning report and title policy for an indication that there are no
material violations of applicable zoning ordinances, building codes and
land laws (collectively “Zoning Regulations”) with respect to the
improvements located on or forming part of each Mortgaged Property
securing a Mortgage Loan as of the date of origination of such Mortgage
Loan (or related Whole Loan, as applicable) or as of the Cut-off Date,
other than those which (i) are insured by the Title Policy or a law and
ordinance 	Zoning Report; Title Policy


 



    Exhibit PP-19 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	Loan
 and as of the Cut-off Date, there are no material violations of
applicable zoning ordinances, building codes and land laws (collectively
 “Zoning Regulations”) other than those which (i) are insured by
the Title Policy or a law and ordinance insurance policy or (ii) would
not have a material adverse effect on the Mortgage Loan. The terms of
the Mortgage Loan documents require the Mortgagor to comply in all
material respects with all applicable governmental regulations, zoning
and building laws.	 	insurance
 policy or (ii) would not have a material adverse effect on the value,
operation or net operating income of the Mortgaged Property. If such
indication is found, it will be a Test pass.	 
	24b	Review
 the Mortgage Loan Documents for provisions that require the Mortgagor
to comply in all material respects with all applicable governmental
regulations, zoning and building laws. If such provisions are found, it
will be a Test pass.	Mortgage Loan Documents
	25. Licenses and Permits.
 Each Mortgagor covenants in the Mortgage Loan documents that it shall
keep all material licenses, permits and applicable governmental
authorizations necessary for its operation of the Mortgaged Property in
full force and effect, and to Seller’s knowledge based upon a letter
from any government authorities or other affirmative investigation of
local law compliance consistent with the investigation conducted by
Seller for similar commercial and multifamily mortgage loans intended
for securitization, all such material licenses, permits and applicable
governmental authorizations are in effect. The Mortgage Loan requires
the related Mortgagor to be qualified to do business in the jurisdiction
 in which the related Mortgaged Property is located.	25a	Review
 the Mortgage Loan Documents to determine if the Mortgagor has
covenanted to keep all material licenses, permits and applicable
governmental authorizations necessary for its operation of the Mortgaged
 Property in full force and effect. If so determined, it will be a Test
pass.	Mortgage Loan Documents
	25b	Review
 the Mortgage Loan Documents and the Collective Asset Status Reports for
 a notation or other indication that the Seller had knowledge that any
licenses, permits, franchises, certificates of occupancy and applicable
governmental authorizations necessary for the operation of the Mortgaged
 Property are not in effect. If such a notation or other indication is
not found, it will be a Test pass.	Mortgage Loan Documents; Collective Asset Status Reports
	25c	Review
 the Mortgage Loan Documents for provisions requiring the related
Mortgagor to be qualified to do business in the jurisdiction in which
the Mortgaged Property is located. If such provisions are found, it will
 be a Test pass.	Mortgage Loan Documents
	26. Recourse Obligations.
 The Mortgage Loan documents for each Mortgage Loan provide that such
Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor
(which is a natural person or persons, or an entity distinct from the
Mortgagor (but may be affiliated with the Mortgagor) that has assets
other than equity in the related Mortgaged Property that are not de minimis)
 in any of the following events (or negotiated provisions of
substantially similar effect): (i) if any voluntary petition for
bankruptcy, insolvency, dissolution or liquidation pursuant to federal
bankruptcy law, or any similar federal or state law, shall be filed by
the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with
(or, alternatively, solicited or caused to be solicited) other creditors
 to cause an involuntary bankruptcy filing with respect to the Mortgagor
 or (iii) voluntary transfers of either the Mortgaged Property or equity
 interests in the Mortgagor made in violation of the Mortgage Loan
documents; and (b) contains provisions providing for recourse against
the 	26a	Review
 the Mortgage Loan Documents for provisions permitting full recourse to
the Mortgagor and guarantor (which is a natural person or persons, or an
 entity distinct from the Mortgagor (but may be Affiliated with the
Mortgagor) that has assets other than equity in the related Mortgaged
Property that are not de minimis) in connection with the events
or circumstances set forth in clauses (a)(i) through (a)(iii) of
representation and warranty 26. If such provisions are found, it will be
 a Test pass.	Mortgage Loan Documents
	26b	Review
 the Mortgage Loan Documents to determine if provisions exist permitting
 recourse against the Mortgagor and guarantor (which is a natural person
 or persons, or an entity or entities distinct from the Mortgagor (but
may be Affiliated with the Mortgagor) that has assets other than equity
in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of the events or circumstances set 	Mortgage Loan Documents


 



    Exhibit PP-20 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	Mortgagor
 and guarantor (which is a natural person or persons, or an entity
distinct from the Mortgagor (but may be affiliated with the Mortgagor)
that has assets other than equity in the related Mortgaged Property that
 are not de minimis), for losses and damages sustained by reason
of the following (or negotiated provisions of substantially similar
effect): (i) the Mortgagor’s misappropriation of rents during the
continuation of an event of default under the Mortgage Loan; (ii) the
Mortgagor’s misappropriation of (A) insurance proceeds or condemnation
awards or (B) security deposits or, alternatively, the failure of any
security deposits to be delivered to lender upon foreclosure or action
in lieu thereof (except to the extent applied in accordance with leases
prior to a Mortgage Loan event of default); (iii) the Mortgagor’s fraud
or intentional material misrepresentation; (iv) breaches of the
environmental covenants in the Mortgage Loan documents; or (v) the
Mortgagor’s commission of intentional material physical waste at the
Mortgaged Property.	 	forth in clauses (b)(i) through (b)(v) of representation and warranty 26. If so determined, it will be a Test pass.	 
	27. Mortgage Releases.
 The terms of the related Mortgage or related Mortgage Loan documents do
 not provide for release of any material portion of the Mortgaged
Property from the lien of the Mortgage except (a) a partial release,
accompanied by principal repayment, or partial Defeasance (as defined in
 representation and warranty 32 below), of not less than a specified
percentage at least equal to the lesser of (i) 110% of the related
allocated loan amount of such portion of the Mortgaged Property and (ii)
 the outstanding principal balance of the Mortgage Loan or Whole Loan,
as applicable, (b) upon payment in full of such Mortgage Loan or Whole
Loan, as applicable, (c) upon a Defeasance (as defined in representation
 and warranty 32 below), (d) releases of out-parcels that are unimproved
 or other portions of the Mortgaged Property which will not have a
material adverse effect on the underwritten value of the Mortgaged
Property and which were not afforded any material value in the appraisal
 obtained at the origination of the Mortgage Loan and are not necessary
for physical access to the Mortgaged Property or compliance with zoning
requirements, or (e) as required pursuant to an order of condemnation.
With respect to any partial release under the preceding clauses (a) or (d),
 either: (x) such release of collateral (I) would not constitute a
“significant modification” of the subject Mortgage Loan within the
meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (II)
would not cause the subject Mortgage Loan to fail to be a “qualified
mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or
(y) the Mortgagee or 	27a	Review
 the Mortgage Loan Documents for provisions stating that, if the related
 Mortgage Loan Documents permit a property release, the only conditions
under which a property may be released during the life of the Mortgage
Loan are as set forth in clauses (a) through (e) of the first sentence
of representation and warranty 27. If such provisions are found, it will
 be a Test pass.	Mortgage Loan Documents
	27b	Review
 the Mortgage Loan Documents for provisions stating that with respect to
 any partial release described in clauses (a) or (d) of the first
sentence of representation and warranty 27 either: (x) such release of
collateral (i) would not constitute a “significant modification” of the
subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of
the Treasury Regulations and (ii) would not cause the subject Mortgage
Loan to fail to be a “qualified mortgage” within the meaning of Section
860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in
accordance with the related Loan Documents, condition such release of
collateral on the related Mortgagor’s delivery of an opinion of tax
counsel to the effect specified in the immediately preceding clause (x).
 For purposes of the preceding clause (x), if the fair market value of
the real property constituting such Mortgaged Property (reduced by (1)
the amount of any lien on the real property that is senior to the
Mortgage Loan and (2) a proportionate amount of any lien on the real
property that is in 	Mortgage Loan Documents


 



    Exhibit PP-21 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	
        servicer
 can, in accordance with the related Mortgage Loan documents,
        condition such release of collateral on the related Mortgagor’s
delivery of an opinion of tax counsel to the effect specified
        in the immediately preceding clause (x). For purposes of the
preceding clause (x), if the fair market value of the real
        property constituting such Mortgaged Property (reduced by (1)
the amount of any lien on the real property that is senior to the
        Mortgage Loan and (2) a proportionate amount of any lien on real
 property that is in parity with the Mortgage Loan) after the release
        is not equal to at least 80% of the principal balance of the
Mortgage Loan or Whole Loan, as applicable, outstanding after the
        release, the Mortgagor is required to make a payment of
principal in an amount not less than the amount required by the REMIC
Provisions.

         

        In
 the case of any Mortgage Loan, in the event of a taking of
        any portion of a Mortgaged Property by a State or any political
subdivision or authority thereof, whether by legal proceeding or
        by agreement, the Mortgagor can be required to pay down the
principal balance of the Mortgage Loan or Whole Loan, as applicable,
        in an amount not less than the amount required by the
loan-to-value ratio and other requirements of the REMIC Provisions and,
to
        such extent, condemnation awards may not be required to be
applied to the restoration of the Mortgaged Property or released to
        the Mortgagor, if, immediately after the release of such portion
 of the Mortgaged Property from the lien of the Mortgage (but taking
        into account the planned restoration) the fair market value of
the real property constituting the remaining Mortgaged Property
        (reduced by (1) the amount of any lien on the real property that
 is senior to the Mortgage Loan and (2) a proportionate amount
        of any lien on real property that is in parity with the Mortgage
 Loan) is not equal to at least 80% of the remaining principal
        balance of the Mortgage Loan or Whole Loan, as applicable.

         

        No
 Mortgage Loan that is secured by more than one Mortgaged
        Property or that is a Crossed Mortgage Loan permits the release
of cross-collateralization of the related Mortgaged Properties
        or a portion thereof, including due to a partial condemnation,
other than in compliance with loan-to-value ratio and other requirements
        of the REMIC Provisions.

         
	 	parity
 with the Mortgage Loan) after the release is not equal to at least 80%
of the principal balance of the Mortgage Loan or Whole Loan, as
applicable, outstanding after the release, the Mortgagor is required to
make a payment of principal in an amount not less than the amount
required by the REMIC Provisions. If such provisions are found, it will
be a Test pass.	 
	27c	Review
 the Loan Documents for provisions stating that in the case of any
Mortgage Loan, in the event of a taking of any portion of a Mortgaged
Property by a State or any political subdivision or authority thereof,
whether by legal proceeding or by agreement, the Mortgagor can be
required to pay down the principal balance of the Mortgage Loan or Whole
 Loans, as applicable, in an amount not less than the amount required by
 the loan-to-value ratio and other requirements of the REMIC Provisions
and, to such extent, condemnation awards may not be required to be
applied to the restoration of the Mortgaged Property or released to the
Mortgagor, if, immediately after the release of such portion of the
Mortgaged Property from the lien of the Mortgage (but taking into
account the planned restoration) the fair market value of the real
property constituting the remaining Mortgaged Property (reduced by (1)
the amount of any lien on the real property that is senior to the
Mortgage Loan and (2) a proportionate amount of any lien on the real
property that is in parity with the Mortgage Loan) is not equal to at
least 80% of the remaining principal balance of the Mortgage Loan or
Whole Loan, as applicable. If such provisions are found, it will be a
Test pass.	Mortgage Loan Documents
	27d	Review
 the Mortgage Loan Documents for provisions stating that no Mortgage
Loan that is secured by more than one Mortgaged Property or that is a
Crossed Mortgage Loan permits the release of cross-collateralization of
the related Mortgaged Properties or a portion thereof, including due to a
 partial condemnation, other than in compliance with the loan-to-value
ratio and other requirements of the REMIC Provisions. If such provisions
 are found, it will be a Test pass.	Mortgage Loan Documents
	28. Financial Reporting and Rent Rolls.
 The Mortgage Loan documents require the Mortgagor to provide the owner
or holder of the Mortgage Loan with quarterly (other than for
single-tenant properties) and annual	28a	Review
 the Mortgage Loan Documents for provisions that require the Mortgagor
to provide the owner or holder of the Mortgage Loan with quarterly
(other than for single-tenant	Mortgage Loan Documents


 



    Exhibit PP-22 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	operating
 statements, and quarterly (other than for single-tenant properties)
rent rolls for properties that have leases contributing more than 5% of
the in-place base rent and annual financial statements, which annual
financial statements (i) with respect to each Mortgage Loan with more
than one Mortgagor are in the form of either an individual or combined
annual balance sheet of the Mortgagor entities (and no other entities),
together with the related combined or individual statements of
operations, members’ capital and cash flows, including a combined or
individual balance sheet and statement of income for the Mortgaged
Properties on a combined or individual basis and (ii) with respect to
each Mortgage Loan with an original principal balance greater than $50
million shall be audited by an independent certified public accountant
upon the request of the owner or holder of the Mortgage Loan.	 	properties) and annual operating statements. If such provisions are found, it will be a Test pass.	 
	28b	Review
 the Mortgage Loan Documents for provisions that require the Mortgagor
to provide the owner or holder of the Mortgage Loan with quarterly
(other than for single-tenant properties) rent rolls for properties that
 have leases contributing more than 5% of the in-place base rent and
annual financial statements, which annual financial statements (i) with
respect to each Mortgage Loan with more than one Mortgagor are in the
form of either an individual or combined annual balance sheet of the
Mortgagor entities (and no other entities), together with the related
combined or individual statements of operations, members’ capital and
cash flows, including a combined or individual balance sheet and
statement of income for the Mortgaged Properties on a combined or
individual basis and (ii) with respect to each Mortgage Loan with an
original principal balance greater than $50 million shall be audited by
an independent certified public accountant upon the request of the owner
 or holder of the Mortgage Loan. If such provisions are found, it will
be a Test pass.	Mortgage Loan Documents
	29. Acts of Terrorism Exclusion.
 With respect to each Mortgage Loan over $20 million, and to Seller’s
knowledge with respect to each Mortgage Loan of $20 million or less, as
of origination, the related special-form all-risk insurance policy and
business interruption policy (issued by an insurer meeting the Insurance
 Rating Requirements) do not specifically exclude Acts of Terrorism, as
defined in the Terrorism Risk Insurance Act of 2002, as amended by the
Terrorism Risk Insurance Program Reauthorization Act of 2007 and the
Terrorism Risk Insurance Program Reauthorization Act of 2015
(collectively referred to as “TRIA”), from coverage, or if such
coverage is excluded, it is covered by a separate terrorism insurance
policy. With respect to each Mortgage Loan, the related Mortgage Loan
documents do not expressly waive or prohibit the Mortgagee from
requiring coverage for Acts of Terrorism, as defined in TRIA, or damages
 related thereto except to the extent that any right to require such
coverage may be limited by commercial availability on commercially
reasonable terms; provided that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism 	29a	Review
 the Mortgage Loan Documents to determine if the original principal
balance was greater than $20 million. If so, review the insurance
coverage review document for an indication that the special-form
all-risk insurance policy and business interruption policy (issued by an
 insurer meeting the Insurance Rating Requirements) do not specifically
exclude acts of terrorism, from coverage, or if they do, there exists a
separate terrorism insurance policy related to the Mortgaged Property.
If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance coverage review document 
	29b	Review
 the Mortgage Loan Documents for provisions that do not expressly waive
or prohibit the Mortgagee from requiring coverage for Acts of Terrorism,
 as defined in TRIA (as defined in representation and warranty 29), or
damages related thereto, except to the extent that any right to require
such coverage may be limited by commercial availability on commercially
reasonable terms, provided, that if TRIA or a similar or
subsequent statute is not in effect, then, provided that terrorism
insurance is commercially available, the Mortgagor under each 	Mortgage Loan Documents


 



    Exhibit PP-23 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	insurance,
 but in such event the Mortgagor shall not be required to spend on
terrorism insurance coverage more than two times the amount of the
insurance premium that is payable in respect of the property and
business interruption/rental loss insurance required under the related
Mortgage Loan documents (without giving effect to the cost of terrorism
and earthquake components of such casualty and business
interruption/rental loss insurance) at the time of the origination of
the Mortgage Loan, and if the cost of terrorism insurance exceeds such
amount, the Mortgagor is required to purchase the maximum amount of
terrorism insurance available with funds equal to such amount.	 	Mortgage
 Loan is required to carry terrorism insurance, but in such event the
Mortgagor shall not be required to spend on terrorism insurance coverage
 more than two times the amount of the insurance premium that is payable
 in respect of the property and business interruption/rental loss
insurance required under the related Mortgage Loan documents (without
giving effect to the cost of terrorism and earthquake components of such
 casualty and business interruption/rental loss insurance) at the time
of the origination of the Mortgage Loan, and if the cost of terrorism
insurance exceeds such amount, the Mortgagor is required to purchase the
 maximum amount of terrorism insurance available with funds equal to
such amount. If such provisions are not found, it will be a Test pass.	 
	30. Due-on-Sale or Encumbrance.
 Subject to specific exceptions set forth below, each Mortgage Loan
contains a “due-on-sale” or other such provision for the acceleration of
 the payment of the unpaid principal balance of such Mortgage Loan if,
without the consent of the holder of the Mortgage (which consent, in
some cases, may not be unreasonably withheld) and/or complying with the
requirements of the related Mortgage Loan documents (which provide for
transfers without the consent of the lender which are customarily
acceptable to Seller lending on the security of property comparable to
the related Mortgaged Property, including, without limitation, transfers
 of worn-out or obsolete furnishings, fixtures, or equipment promptly
replaced with property of equivalent value and functionality and
transfers by leases entered into in accordance with the Mortgage Loan
documents), (a) the related Mortgaged Property, or any equity interest
of greater than 50% in the related Mortgagor, is directly or indirectly
pledged, transferred or sold, other than as related to (i) family and
estate planning transfers or transfers upon death or legal incapacity,
(ii) transfers to certain affiliates as defined in the related Mortgage
Loan documents, (iii) transfers of less than, or other than, a
controlling interest in the related Mortgagor, (iv) transfers to another
 holder of direct or indirect equity in the Mortgagor, a specific Person
 designated in the related Mortgage Loan documents or a Person
satisfying specific criteria identified in the related Mortgage Loan
documents, such as a qualified equityholder, (v) transfers of stock or
similar equity units in publicly traded companies or (vi) a substitution
 or release of collateral within the parameters of representations and
warranties 27 and 32 herein or the 	30a	Review
 the Mortgage Loan Documents for “due-on-sale” or other such provisions
for the acceleration of the payment of the unpaid principal balance of
such Mortgage Loan in the circumstances described in the first sentence
of representation and warranty 30. If such provisions are found, it will
 be a Test pass.	Mortgage Loan Documents
	30b	Review
 the Mortgage Loan Documents for provisions that require that if Rating
Agency fees are incurred in connection with the review of and consent to
 any transfer or encumbrance, the Mortgagor is responsible for such
payment along with all other reasonable fees and expenses incurred by
the lender relative to such transfer or encumbrance. If such provisions
are found, it will be a Test pass.	Mortgage Loan Documents


 



    Exhibit PP-24 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	exceptions thereto set forth in Schedule C to Exhibit C
 of the applicable Mortgage Loan Purchase Agreement, or (vii) by reason
of any mezzanine debt that existed at the origination of the related
Mortgage Loan as set forth on Exhibit C-32-1 to Exhibit C of the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to Exhibit C
 of the applicable Mortgage Loan Purchase Agreement or (b) the related
Mortgaged Property is encumbered with a subordinate lien or security
interest against the related Mortgaged Property, other than (i) any
Serviced Companion Loan or Non-Serviced Companion Loan or any
subordinate debt that existed at origination and is permitted under the
related Mortgage Loan documents, (ii) purchase money security interests,
 (iii) any Crossed Mortgage Loan, as set forth on Annex A-1 to the
Prospectus or (iv) Permitted Encumbrances. The Mortgage or other
Mortgage Loan documents provide that to the extent any Rating Agency
fees are incurred in connection with the review of and consent to any
transfer or encumbrance, the Mortgagor is responsible for such payment
along with all other reasonable fees and expenses incurred by the
Mortgagee relative to such transfer or encumbrance.	 	 	 
	31. Single-Purpose Entity.
 The Mortgage Loan documents require the Mortgagor to be a
Single-Purpose Entity for at least as long as the Mortgage Loan is
outstanding. Both the Mortgage Loan documents and the organizational
documents of the Mortgagor with respect to each Mortgage Loan with a
Cut-off Date Balance in excess of $5 million provide that the Mortgagor
is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date
Balance of $30 million or more has a counsel’s opinion regarding
non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity”
 shall mean an entity, other than an individual, whose organizational
documents (or if the Mortgage Loan has a Cut-off Date Balance equal to
$5 million or less, its organizational documents or the related Mortgage
 Loan documents) provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more
of the Mortgaged Properties securing the Mortgage Loans and prohibit it
from engaging in any business unrelated to such Mortgaged Property or
Mortgaged Properties, and whose organizational documents further
provide, or which entity represented in the related Mortgage Loan
documents, substantially to the effect that it does not have any assets
other than those related to its interest in and operation of such
Mortgaged Property or Mortgaged Properties, or any indebtedness other 	31a	Review
 the Mortgage Loan Documents for provisions that require that the
Mortgagor to be a Single-Purpose Entity (as defined in representation
and warranty 31) for at least as long as any Mortgage Loan is
outstanding. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	31b	Review
 the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage
 Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $5
million, review the related Mortgage Loan Documents and the Mortgagor’s
organizational documents for provisions that require the Mortgagor to be
 a Single-Purpose Entity. If the provisions exist, it will be a Test
pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review
 the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage
 Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $30
million, review the Mortgagor’s Counsel Opinion regarding
non-consolidation of the Mortgagor. If such an opinion is found, it will
 be a Test pass.	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion


 



    Exhibit PP-25 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	than
 as permitted by the related Mortgage(s) or the other related Mortgage
Loan documents, that it has its own books and records and accounts
separate and apart from those of any other person (other than a
Mortgagor for a Crossed Mortgage Loan), and that it holds itself out as a
 legal entity, separate and apart from any other person or entity.	 	 	 
	32. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
 (i) the Mortgage Loan documents provide for Defeasance as a unilateral
right of the Mortgagor, subject to satisfaction of conditions specified
in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be
defeased within two years after the Closing Date; (iii) the Mortgagor is
 permitted to pledge only United States “government securities” within
the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations,
the revenues from which will, in the case of a full Defeasance, be
sufficient to make all scheduled payments under the Mortgage Loan when
due, including the entire remaining principal balance on the maturity
date (or on or after the first date on which payment may be made without
 payment of a yield maintenance charge or prepayment penalty) or, if the
 Mortgage Loan is an ARD Loan, the entire principal balance outstanding
on the Anticipated Repayment Date (or on or after the first date on
which payment may be made without payment of a yield maintenance charge
or prepayment penalty), and if the Mortgage Loan permits partial
releases of real property in connection with partial Defeasance, the
revenues from the collateral will be sufficient to pay all such
scheduled payments calculated on a principal amount equal to a specified
 percentage at least equal to the lesser of (a) 110% of the allocated
loan amount for the real property to be released and (b) the outstanding
 principal balance of the Mortgage Loan or Whole Loan, as applicable;
(iv) the defeasance collateral is not permitted to be subject to
prepayment, call, or early redemption that results in revenues from such
 collateral that are insufficient to pay all applicable payments
described in clause (iii) above; (v) the Mortgagor is required to
 provide a certification from an independent certified public accountant
 that the defeasance collateral is sufficient to make all applicable
payments described in clause (iii) above; (vi) if the Mortgagor
would continue to own assets in addition to the defeasance collateral,
the portion of the Mortgage Loan secured by defeasance collateral is
required to be assumed (or the Mortgagee may require such assumption) by
 a Single-Purpose Entity; (vii) the Mortgagor is required to provide an
opinion of counsel 	32	Review
 the Mortgage Loan Documents for provisions allowing the Mortgage Loan
to be defeased, and if so, whether such Mortgage Loan Documents contain
the provisions described in clauses (i) through (viii) of representation
 and warranty 32. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 



    Exhibit PP-26 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	that
 the Mortgagee has a perfected security interest in such collateral
prior to any other claim or interest; and (viii) the Mortgagor is
required to pay all rating agency fees associated with Defeasance (if
rating confirmation is a specific condition precedent thereto) and all
other reasonable expenses associated with Defeasance, including, but not
 limited to, accountant’s fees and opinions of counsel.	 	 	 
	33. Fixed Interest Rates.
 Each Mortgage Loan bears interest at a rate that remains fixed
throughout the remaining term of such Mortgage Loan, except in the case
of ARD loans and situations where default interest is imposed.	33	Review
 the Mortgage Loan Documents for an indication that the loan has a fixed
 interest rate that remains fixed throughout the term of such Mortgage
Loan, except in the case of ARD loans and situations where default
interest is imposed. If such an indication is found, it will be a Test
pass.	Mortgage Loan Documents
	
        34. Ground Leases. For purposes of these representations
        and warranties, a “Ground Lease” shall mean a lease
creating a leasehold estate in real property where the fee
        owner as the ground lessor conveys for a term or terms of years
its entire interest in the land (or, with respect to air rights
        leases, the air) and buildings and other improvements, if any,
comprising the premises demised under such lease to the ground lessee
        (who may, in certain circumstances, own the building and
improvements on the land), subject to the reversionary interest of the
        ground lessor as fee owner and does not include industrial
development agency or similar leases for purposes of conferring a tax
        abatement or other benefit.

         

        With
 respect to any Mortgage Loan where the Mortgage Loan is
        secured by a leasehold estate under a Ground Lease in whole or
in part, and the related Mortgage does not also encumber the related
        lessor’s fee interest in such Mortgaged Property, based upon the
 terms of the Ground Lease and any estoppel or other agreement
        received from the ground lessor in favor of Seller, its
successors and assigns, Seller represents and warrants that:

         

        (a)       The
 Ground Lease
        or a memorandum regarding such Ground Lease has been duly
recorded or submitted for recordation in a form that is acceptable for
        recording in the applicable jurisdiction. The Ground Lease or an
 estoppel or other agreement received from the ground lessor permits
        the interest of the lessee to be encumbered by the related
Mortgage and does not restrict the use of the related Mortgaged Property
        by such lessee, its successors or assigns in a manner that would
 materially adversely affect the security provided by the related
        Mortgage. No material change in the terms of the Ground Lease
had occurred since its recordation,

         
	34a	Review
 the appraisal to determine if the Mortgage Loan is secured by a Ground
Lease (as defined in representation and warranty 34), in whole or in
part. If so, review the Title Policy and Mortgage Loan Documents for an
indication that the related Mortgage does not also encumber the lessor’s
 fee interest in the Mortgaged Property. If such an indication exists,
proceed to Tests 34b through 34r.	Appraisal; Title Policy; Mortgage Loan Documents
	34b	Review
 the Title Policy and Mortgage Loan Documents for an indication that the
 Ground Lease or memorandum has been recorded or submitted for
recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	34c	Review
 the Ground Lease and any estoppel or other agreement received from the
ground lessor for an indication that the interest of the lessee is
permitted to be encumbered by the Mortgage and does not restrict the use
 of the Mortgaged Property by such lessee, its successors or assigns in a
 manner that would adversely affect the security provided by the
Mortgage. If such indication is found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor
	34d	Review
 the Collective Asset Status Reports for notation that, as of the
Closing Date, there was a material change in the terms of the Ground
Lease since its recordation. If no such notation is found, it will be a
Test pass. If such notation is found, review the Mortgage File for a
modification agreement or other such instrument is in the Mortgage File.
 If the modification agreement or instrument is in the Mortgage File, it
 will be a Test pass.	Collective Asset Status Reports; Mortgage File
	34e	Review the Ground Lease and any estoppel or other agreement received from the ground lessor for a provision that the Ground 	Ground Lease; Collective Asset Status Reports; estoppel or other 


 



    Exhibit PP-27 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	
        except by any written instruments which are included in the
        related Mortgage File;

         

        (b)       The
 lessor under
        such Ground Lease has agreed in a writing included in the
related Mortgage File (or in such Ground Lease or an estoppel or other
        agreement received from the ground lessor) that the Ground Lease
 may not be amended or modified, or canceled or terminated by agreement
        of lessor and lessee, without the prior written consent of the
lender, and no such consent has been granted by Seller since the
        origination of the Mortgage Loan except as reflected in any
written instruments which are included in the related Mortgage File;

         

        (c)       The
 Ground Lease
        has an original term (or an original term plus one or more
optional renewal terms, which, under all circumstances, may be
exercised,
        and will be enforceable, by either Mortgagor or the Mortgagee)
that extends not less than 20 years beyond the stated maturity of
        the related Mortgage Loan, or 10 years past the stated maturity
if such Mortgage Loan fully amortizes by the stated maturity (or
        with respect to a Mortgage Loan that accrues on an actual 360
basis, substantially amortizes);

         

        (d)       The
 Ground Lease
        either (i) is not subject to any liens or encumbrances superior
to, or of equal priority with, the Mortgage, except for the related
        fee interest of the ground lessor and the Permitted
Encumbrances, or (ii) is subject to a subordination, non-disturbance and
 attornment
        agreement to which the Mortgagee on the lessor’s fee interest in
 the Mortgaged Property is subject;

         

        (e)       The
 Ground Lease
        does not place commercially unreasonable restrictions on the
identity of the Mortgagee and the Ground Lease is assignable (including
        pursuant to foreclosure) to the holder of the Mortgage Loan and
its successors and assigns without the consent of the lessor thereunder
        (or, if such consent is required it either has been obtained or
cannot be unreasonably withheld, provided that such Ground Lease
        has not been terminated and all amounts due thereunder have been
 paid), and in the event it is so assigned, it is further assignable
        by the holder of the Mortgage Loan and its successors and
assigns without the consent of the lessor (or, if such consent is
required
        it either has been

         
	 	Lease
 may not be amended or modified or canceled or terminated without the
prior written consent of the lender, and no such consent has been
granted by the Seller since the origination of the Mortgage Loan except
as reflected in any written instruments which are included in the
related Mortgage File. Review the Collective Asset Status Reports for an
 indication of such consent granted by the Seller since the origination
of the Mortgage loan except as reflected in any instruments including in
 the related Mortgage File. If such a provision is found and no
indication is found, it will be a Test pass.	agreement received from ground lessor
	34f	Review
 the Ground Lease and any estoppel or other agreement received from the
ground lessor for an indication that it has an original term (or an
original term plus one or more optional renewal terms, which, under all
circumstances, may be exercised, and will be enforceable, by either
Mortgagor or the Mortgagee) that extends not less than 20 years beyond
the stated maturity of the related Mortgage Loan, or ten years past the
stated maturity if such Mortgage Loan fully amortizes by the stated
maturity (or with respect to a Mortgage Loan that accrues on an actual
360 basis, substantially amortizes). If such an indication is found, it
will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor
	34g	Review
 the Title Policy for an indication that the Ground Lease is either (i)
is not subject to any liens or encumbrances superior to, or of equal
priority with, the Mortgage, except for the related fee interest of the
ground lessor and the Permitted Encumbrances, or (ii) is subject to a
subordination, non-disturbance and attornment agreement to which the
Mortgagee on the lessor’s fee interest in the Mortgaged Property is
subject. If either indication is found, it will be a Test pass.	Title Policy; SNDA
	34h	Review
 the Ground Lease and any estoppel or other agreement received from the
ground lessor for an indication that the Ground Lease does not place
commercially unreasonable restrictions on the identity of the Mortgagee
and the Ground Lease is assignable (including pursuant to foreclosure)
to the holder of the Mortgage Loan and its successors and assigns
without the consent of the lessor thereunder (or, if such consent is
required it either has been obtained or cannot be unreasonably withheld,
 provided that such Ground Lease has not been terminated an all amounts due 	Ground Lease; estoppel


 



    Exhibit PP-28 


     


    

 

	 	 	 	 
	Representations and Warranties	 	 Test	Review Materials
	
        obtained or cannot be unreasonably withheld, provided that such
        Ground Lease has not been terminated and all amounts due thereunder have been paid);

         

        (f)       Seller
 has not
        received any written notice of material default under or notice
of termination of such Ground Lease. To Seller’s knowledge,
        there is no material default under such Ground Lease and no
condition that, but for the passage of time or giving of notice, would
        result in a material default under the terms of such Ground
Lease and to Seller’s knowledge, such Ground Lease is in full
        force and effect as of the Closing Date;

         

        (g)       The
 Ground Lease
        or ancillary agreement between the lessor and the lessee
requires the lessor to give to the lender written notice of any default,
        and provides that no notice of default or termination is
effective against the lender unless such notice is given to the lender;

         

        (h)       A
 lender is permitted
        a reasonable opportunity (including, where necessary, sufficient
 time to gain possession of the interest of the lessee under the
        Ground Lease through legal proceedings) to cure any default
under the Ground Lease which is curable after the lender’s receipt
        of notice of any default before the lessor may terminate the
Ground Lease;

         

        (i)       The
 Ground Lease
        does not impose any restrictions on subletting that would be
viewed as commercially unreasonable by Seller in connection with the
        origination of similar commercial or multifamily loans intended
for securitization;

         

        (j)       Under
 the terms
        of the Ground Lease, an estoppel or other agreement received
from the ground lessor and the related Mortgage (taken together),
        any related insurance proceeds or the portion of the
condemnation award allocable to the ground lessee’s interest (other
        than (i) de minimis amounts for minor casualties or (ii) in
respect of a total or substantially total loss or taking as addressed
        in clause (k) below) will be applied either to the repair or to
restoration of all or part of the related Mortgaged Property with
        (so long as such proceeds are in excess of the threshold amount
specified in the related Mortgage Loan documents) the lender or
        a trustee appointed by it having the right to hold and disburse

         
	 	thereunder have been paid). If such indication is found, it will be a Test pass.	 
	34i	Review
 the Ground Lease for an indication that in the event it is so assigned,
 it is further assignable by the holder of the Mortgage Loan and its
successors and assigns without the consent of the lessor (or, if such
consent is required it either has been obtained or cannot be
unreasonably withheld, provided that such Ground Lease has not
been terminated an all amounts due thereunder have been paid). If such
indication is found, it will be a Test pass.	Ground Lease 
	34j	Review
 the Collective Asset Status Reports for notation that the Seller has
received any written notice of material default under or notice of
termination of such Ground Lease. If no such notation is found, it will
be a Test pass.	Collective Asset Status Reports
	34k	Review
 the Collective Asset Status Reports for notation that to the Seller’s
knowledge, there is a material default under such Ground Lease or
condition that, but for the passage of time or giving of notice, would
result in a material default under the terms of such Ground Lease. If no
 such notation is found, it will be a Test pass.	Collective Asset Status Reports
	34l	Review
 the Collective Asset Status Reports for a notation that to the Seller’s
 knowledge, such Ground Lease was not in full force and effect as of the
 Closing Date. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	34m	Review
 the Ground Lease and any ancillary agreement between the lessor and
lessee for provisions that the lessor is required to give to the lender
written notice of any default, and provide that no notice of default or
termination is effective against the lender unless such notice is given
to the lender. If such provisions are found, it will be a Test pass.	Ground Lease; ancillary agreement
	34n	Review
 the Ground Lease and Related Documents for provisions that the lender
is permitted a reasonable opportunity (including, where necessary,
sufficient time to gain possession of the interest of the lessee under
the Ground Lease through legal proceedings) to cure any default under
the Ground Lease which is curable after the lender’s receipt of notice
of any default before the lessor may terminate the Ground Lease. If such
 provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	34o	Review the Ground Lease for provisions that impose any 	Ground Lease


 



    Exhibit PP-29 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	
        such proceeds as repair or restoration progresses, or to the
        payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

         

        (k)       In
 the case of
        a total or substantially total taking or loss, under the terms
of the Ground Lease, an estoppel or other agreement and the related
        Mortgage (taken together), any related insurance proceeds, or
portion of the condemnation award allocable to ground lessee’s
        interest in respect of a total or substantially total loss or
taking of the related Mortgaged Property to the extent not applied
        to restoration, will be applied first to the payment of the
outstanding principal balance of the Mortgage Loan, together with any
        accrued interest; and

         

        (l)       Provided
 that the
        lender cures any defaults which are susceptible to being cured,
the ground lessor has agreed to enter into a new lease with lender
        upon termination of the Ground Lease for any reason, including
rejection of the Ground Lease in a bankruptcy proceeding.

         
	 	commercially
 unreasonable restrictions on subletting in connection with the
origination of similar commercial or multifamily loans intended for
securitization. If no such provisions are found, it will be a Test pass.	 
	34p	Review
 the Ground Lease and any estoppel or other agreement received from the
ground lessor and the related Mortgage and the Mortgage Loan Documents
for an indication that any related insurance proceeds or the portion of
the condemnation award allocable to the ground lessee’s interest (other
than (i) de minimis amounts for minor casualties or (ii) in
respect of a total or substantially total loss or taking as addressed in
 clause (34(k)) will be applied either to the repair or to restoration
of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related
Mortgage Loan Documents) the lender or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration
progresses, or to the payment of the outstanding principal balance of
the Mortgage Loan, together with any accrued interest. If such
indications are found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34q	Review
 the Ground Lease and any estoppel or other agreement received from
ground lessor and the Mortgage Loan Documents for an indication that, in
 the case of a total or substantially total taking or loss, under the
terms of the Ground Lease, an estoppel or other agreement and the
related Mortgage (taken together), any related insurance proceeds, or
portion of the condemnation award allocable to the ground lessee’s
interest in respect of a total or substantially total loss or taking of
the related Mortgaged Property to the extent not applied to restoration,
 will be applied first to the payment of the outstanding principal
balance of the Mortgage Loan, together with any accrued interest. If
such an indication is found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34r	Review
 the Ground Lease for provisions that, provided that the lender cures
any defaults which are susceptible to being cured, the ground lessor has
 agreed to enter into a new lease with the lender upon termination of
the Ground Lease for any reason, including rejection of the Ground Lease
 in a bankruptcy proceeding. If such provisions are found, it will be a
Test pass.	Ground Lease


 



    Exhibit PP-30 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	35. Servicing.
 The servicing and collection practices used by Seller with respect to
the Mortgage Loan have been, in all respects, legal and have met
customary industry standards for servicing of commercial loans for
conduit loan programs. 	35	Review
 the Collective Asset Status Reports for a notation or other indication
of any claims or assertions to the effect that the servicing and
collection practices used by the Seller with respect to the Mortgage
Loan was not in all material respects legal, or in accordance customary
industry standards for servicing of commercial loans for conduit loan
programs. If such a notation or other indication is not found, it will
be a Test pass.	Collective Asset Status Reports
	36. Origination and Underwriting.
 The origination practices of Seller (or the related originator if
Seller was not the originator) with respect to each Mortgage Loan have
been, in all material respects, legal and as of the date of its
origination, such Mortgage Loan and the origination thereof complied in
all material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination of such Mortgage
 Loan; provided that such representation and warranty does not
address or otherwise cover any matters with respect to federal, state or
 local law otherwise covered in Exhibit C to the related Mortgage Loan Purchase Agreement.	36	Review
 the Collective Asset Status Reports for notation to the effect that the
 origination practices of the Seller (or the related originator if the
Seller was not the originator) with respect to each Mortgage Loan have
not been, in all material respects, legal and as of the date of its
origination, such Mortgage Loan, or the origination thereof did not
comply in all material respects with, or was exempt from, all
requirements of federal, state or local law relating to the origination
of such Mortgage Loan; provided that representation and warranty 36 does
 not address or otherwise cover any matters with respect to federal,
state or local law otherwise covered in Annex D-1 to the Prospectus. If
no such notation is found, it will be a Test pass.	Collective Asset Status Reports; Prospectus
	37. No Material Default; Payment Record.
 No Mortgage Loan has been more than 30 days delinquent, without giving
effect to any grace or cure period, in making required payments since
origination, and as of the date hereof, no Mortgage Loan is more than 30
 days delinquent (beyond any applicable grace or cure period) in making
required payments as of the Closing Date. To Seller’s knowledge, there
is (a) no material default, breach, violation or event of acceleration
existing under the related Mortgage Loan, or (b) no event (other than
payments due but not yet delinquent) which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a material default, breach, violation or event of
acceleration, which default, breach, violation or event of acceleration,
 in the case of either clause (a) or clause (b),
materially and adversely affects the value of the Mortgage Loan or the
value, use or operation of the related Mortgaged Property, provided
 that this representation and warranty 37 does not cover any default,
breach, violation or event of acceleration that specifically pertains to
 or arises out of an exception scheduled to any other representation and
 warranty made by Seller in Exhibit C to the related Mortgage Loan Purchase Agreement. No person other than the holder of such Mortgage Loan may declare any 	37a	Review
 the Collective Asset Status Reports for notation that (i) the Mortgage
Loan has been more than 30 days delinquent, giving effect to any grace
or cure period, in making required payments as of the Closing Date, or
(ii) the Mortgage Loan was delinquent beyond any applicable grace or
cure periods as of the Cut-off Date. If no such notation is found, it
will be a Test pass.	Collective Asset Status Reports
	37b	Review
 the Collective Asset Status Reports for notation of the Seller’s
knowledge of (a) a material default, breach, violation or event of
acceleration existing under the related Mortgage Loan, or (b) an event
(other than payments due but not yet delinquent) which, with the passage
 of time or with notice and the expiration of any grace or cure period,
would constitute a material default, breach, violation or event of
acceleration, which default, breach, violation or event of acceleration
in the case of either clause (a) or clause (b), materially and adversely
 affects the value of the Mortgage Loan or the value, use or operation
of the related Mortgaged Property. If no such notation is found, it will
 be a Test pass.	Collective Asset Status Reports


 



    Exhibit PP-31 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	 	 	 
	38. Bankruptcy.
 As of the date of origination of the related Mortgage Loan and to
Seller’s knowledge as of the Cut-off Date, neither the Mortgaged
Property (other than any tenants of such Mortgaged Property), nor any
portion thereof, is the subject of, and no Mortgagor, guarantor or
tenant occupying a single-tenant property is a debtor in state or
federal bankruptcy, insolvency or similar proceeding.	38	Review
 the Lexis/Nexis (or comparable search) and the Collective Asset Status
Reports for an indication that the Mortgaged Property (other than any
tenants of such Mortgaged Property), or any portion thereof, was the
subject of, or a Mortgagor, guarantor or tenant occupying a
single-tenant property was a debtor in, a state or federal bankruptcy,
insolvency or similar proceeding. If no such indication or notation is
found, it will be a Test pass.	Lexis/Nexis (or comparable) search; Collective Asset Status Reports
	39. Organization of Mortgagor.
 With respect to each Mortgage Loan, in reliance on certified copies of
the organizational documents of the Mortgagor delivered by the Mortgagor
 in connection with the origination of such Mortgage Loan, the Mortgagor
 is an entity organized under the laws of a state of the United States
of America, the District of Columbia or the Commonwealth of Puerto Rico.
 Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a
 Mortgagor that is an Affiliate of another Mortgagor. An “Affiliate”
 for purposes of this representation and warranty 39 means, a Mortgagor
that is under direct or indirect common ownership and control with
another Mortgagor.	39a	Review
 the Diligence File to determine if it includes certified copies of the
organizational documents of the Mortgagor indicating that the Mortgagor
is an entity organized under the laws of a state of the United States of
 America, the District of Columbia or the Commonwealth of Puerto Rico.
If such indication is found, it will be a Test pass. 	Diligence File
	39b	Review
 the Diligence File for an indication that, except with respect to any
Mortgage Loan that is a cross-collateralized and Crossed Mortgage Loan,
no Mortgage Loan has a Mortgagor that is an affiliate of another
Mortgagor. If such an indication is found, it will be a Test pass.	Diligence File; Prospectus
	40. Environmental Conditions.
 A Phase I environmental site assessment (or update of a previous Phase I
 and or Phase II environmental site assessment) and, with respect to
certain Mortgage Loans, a Phase II environmental site assessment
(collectively, an “ESA”) meeting ASTM requirements conducted by a
 reputable environmental consultant in connection with such Mortgage
Loan within 12 months prior to its origination date (or an update of a
previous ESA was prepared), and such ESA (i) did not identify the
existence of Recognized Environmental Conditions (as such term is
defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”)
 at the related Mortgaged Property or the need for further
investigation, or (ii) if the existence of an Environmental Condition or
 need for further investigation was indicated in any such ESA, then at
least one of the following statements is true: (A) an amount reasonably
estimated by a reputable environmental consultant to be sufficient to
cover the estimated cost to cure any material noncompliance with
applicable Environmental Laws or the Environmental Condition has been
escrowed by the related Mortgagor and is held or 	40a	Review
 the Diligence File to determine if an ESA (as defined in representation
 and warranty 40) is included. If so, review the ESA for an indication
that it was conducted within 12 months prior to the origination date of
the Mortgage Loan. If such an indication is found, it will be a Test
pass.	Diligence File; ESA
	40b	Review
 the ESA for an indication that it identified (i) the existence of a
Recognized Environmental Condition at the related Mortgaged Property or
(ii) the need for further investigation. If no such indication is found,
 it will be a Test pass.	ESA
	40c	Review
 the ESA for an indication that it identified (i) the existence of a
recognized environmental condition at the related Mortgaged Property or
(ii) the need for further investigation. If such an indication is found,
 the following test procedures (subparts 40c-1 through 40c-6) will be
performed. If any of the subparts indications are found, it will be a
Test pass.	ESA; Escrow Statements; Loan Documents; Diligence File
	 	1. Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to 	Escrow statements


 



    Exhibit PP-32 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	controlled
 by the related lender; (B) if the only Environmental Condition relates
to the presence of asbestos-containing materials, radon in indoor air,
lead based paint or lead in drinking water, the only recommended action
in the ESA is the institution of such a plan, an operations or
maintenance plan has been required to be instituted by the related
Mortgagor that can reasonably be expected to mitigate the identified
risk; (C) the Environmental Condition identified in the related
environmental report was remediated, abated or contained in all material
 respects prior to the date hereof, and, if and as appropriate, a no
further action, completion or closure letter or its equivalent, was
obtained from the applicable governmental regulatory authority (or the
Environmental Condition affecting the related Mortgaged Property was
otherwise listed by such governmental authority as “closed” or a
reputable environmental consultant has concluded that no further action
or investigation is required); (D) an environmental policy or a lender’s
 pollution legal liability insurance policy that covers liability for
the Environmental Condition was obtained from an insurer rated no less
than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a
party not related to the Mortgagor was identified as the responsible
party for the Environmental Condition and such responsible party has
financial resources reasonably estimated to be adequate to address the
situation; or (F) a party related to the Mortgagor having financial
resources reasonably estimated to be adequate to address the situation
is required to take action. To Seller’s knowledge, except as set forth
in the ESA, there is no Environmental Condition at the related Mortgaged
 Property.	 	be
 sufficient to cover the estimated cost to cure any material
noncompliance with applicable environmental laws or the environmental
condition has been escrowed by the Mortgagor and is held by the related
Mortgagee.	 
	 	2.
 Review the ESA for an indication that if the only Environmental
Condition relates to the presence of asbestos-containing materials,
radon in indoor air or lead based paint or lead in drinking water, the
only recommended action in the ESA is the institution of such a plan,
and if so, a review of the Loan Documents indicates that an operations
or maintenance plan has been required to be instituted by the related
Mortgagor that, based on the ESA, can reasonably be expected to mitigate
 the identified risk.	 ESA
	 	3.
 Review the Diligence File for an indication that any Environmental
Condition identified in the ESA was remediated, abated or contained in
all material respects prior to the Cut-off Date, as evidenced by a no
further action, completion or closure letter or its equivalent that was
obtained from the applicable governmental regulatory authority, or a
reputable environmental consultant has concluded that no further action
is required.	Diligence File
	 	4.
 Review the insurance coverage review documents for an indication that
an environmental policy or a lender’s pollution legal liability
insurance policy that covers liability for the Environmental Condition
was obtained from an insurer rated no less than A- (or the equivalent)
by Moody’s, S&P and/or Fitch Ratings, Inc.	Insurance coverage review documents
	 	5.
 Review the Diligence File for an indication that a party not related to
 the Mortgagor was identified as the responsible party for the
Environmental Condition and such responsible party has financial
resources considered by the Seller to be adequate to address the
situation.	Diligence File
	 	6.
 Review the Diligence File for an indication that a party related to the
 Mortgagor having financial resources estimated by the Seller to be
adequate to address the situation is required to take action.	Diligence File
	40d	Review
 the Collective Asset Status Reports for notation of the Seller’s
knowledge of any environmental condition at the Mortgaged Property other
 than any set forth in the ESA or in the 	Collective Asset Status Reports; ESA


 



    Exhibit PP-33 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	 	 	Prospectus. If no such notation is found, it will be a Test pass.	 
	41. Appraisal.
 The Mortgage File contains an appraisal of the related Mortgaged
Property with an appraisal date within 6 months of the Mortgage Loan
origination date, and within 12 months of the Closing Date. The
appraisal is signed by an appraiser who is a Member of the Appraisal
Institute (“MAI”) and that (i) was engaged directly by the
originator of the Mortgage Loan or Seller, or a correspondent or agent
of the originator of the Mortgage Loan or Seller, and (ii) to Seller’s
knowledge, had no interest, direct or indirect, in the Mortgaged
Property or the Mortgagor or in any loan made on the security thereof,
and whose compensation is not affected by the approval or disapproval of
 the Mortgage Loan. Each appraiser has represented in such appraisal or
in a supplemental letter that the appraisal satisfies the requirements
of the “Uniform Standards of Professional Appraisal Practice” as adopted
 by the Appraisal Standards Board of the Appraisal Foundation.	41a	Review
 the appraisal to determine if it was dated within 6 months of the
Mortgage Loan origination date and within 12 months of the Closing Date.
 If so determined, it will be a Test pass.	Appraisal
	41b	Review
 the appraisal to determine if it includes an appraiser’s certification
or supplemental letter that indicates that the appraiser had no
interest, direct or indirect, in the Mortgagor, the Mortgaged Property
or any loan made on the security of the Mortgaged Property. If so
determined, it will be a Test pass.	Appraisal
	41c	Review the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
 and that was engaged directly by the originator of the Mortgage Loan or
 the Seller, or a correspondent or agent of the originator of the
Mortgage Loan or the Seller, that the Seller had knowledge that the
signing appraiser had no interest, direct or indirect, in the Mortgaged
Property or the Mortgagor or in any loan made on the security thereof,
and that the appraiser’s compensation is not affected by the approval or
 disapproval of the Mortgage Loan. If so determined, it will be a Test
pass.	Appraisal
	41d	Review
 the appraisal to determine if it includes documentation in the
appraisal or a letter that the appraisal satisfies the requirements of
the “Uniform Standards of Professional Appraisal Practice” as adopted by
 the Appraisal Standards Board of the Appraisal Foundation. If so
determined, it will be a Test pass.	Appraisal
	42. Mortgage Loan Schedule.
 The information pertaining to each Mortgage Loan which is set forth in
the Mortgage Loan Schedule attached as an exhibit to the related
Mortgage Loan Purchase Agreement is true and correct in all material
respects as of the Cut-off Date and contains all information required by
 the PSA to be contained therein.	42a	Review
 the Mortgage Loan Schedule attached as an exhibit to the related
Mortgage Loan Purchase Agreement and compare it to the corresponding
information in (i) Annex A to the Prospectus (ii) Mortgage Loan
Documents, (iii) PSA, and (iv) asset summary report to determine if
there are discrepancies between the documents. If there are no such
discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	42b	Compare
 the information in the Mortgage Loan Schedule to the requirements of
the PSA to determine if they match. If there are no discrepancies, it
will be a Test pass.	Mortgage Loan Schedule; PSA
	43. Cross-Collateralization.
 No Mortgage Loan is cross-collateralized or cross-defaulted with any
other mortgage loan that is outside the Trust, except (i) as set forth
on Exhibit C-32-3 of Exhibit C to the related 	43	Except
 (i) as set forth on Exhibit C-32-3 of Exhibit C to the related Mortgage
 Loan Purchase Agreement and (ii) any Companion Loan secured by the same
 Mortgage as the related 	Mortgage Loan Documents


 



    Exhibit PP-34 


     


    

 

	 	 	 	 
	Representations and Warranties	 	Test	Review Materials
	Mortgage Loan Purchase Agreement and (ii) any Companion Loan secured by the same Mortgage as the related Mortgage Loan.	 	Mortgage
 Loan, review the Mortgage Loan Documents to determine if the Mortgage
Loan is cross-collateralized or cross-defaulted with any other Mortgage
Loan that is outside the Mortgage Pool. If not so determined, it will be
 a Test pass.	 
	44. Advance of Funds by Seller.
 After origination, no advance of funds has been made by Seller to the
related Mortgagor other than in accordance with the Mortgage Loan
documents, and, to Seller’s knowledge, no funds have been received from
any person other than the related Mortgagor or an affiliate for, or on
account of, payments due on the Mortgage Loan (other than as
contemplated by the Mortgage Loan documents, such as, by way of example
and not in limitation of the foregoing, amounts paid by the tenant(s)
into a lender-controlled lockbox if required or contemplated under the
related lease or Mortgage Loan documents). Neither Seller nor any
affiliate thereof has any obligation to make any capital contribution to
 any Mortgagor under a Mortgage Loan, other than contributions made on
or prior to the date hereof.	44a	Review
 the Collective Asset Status Reports for a notation or other indication
that an advancement of funds after origination had been made by the
Seller to the related Mortgagor other than in accordance with the
Mortgage Loan documents, or that funds have been received from any
person other than the related Mortgagor or an Affiliate for, or on
account of, payments due on the Mortgage Loan (other than as
contemplated by the Mortgage Loan documents, such as, by way of example
and not in limitation of the foregoing, amounts paid by the tenant(s)
into a lender controlled lockbox if required or contemplated under the
related lease or Mortgage Loan documents). If such a notation or other
indication is not found, it will be a Test pass.	Collective Asset Status Reports
	44b	Review
 the Mortgage Loan Documents to determine if the Seller, or an
Affiliate, has an obligation to make any capital contribution to the
Mortgagor under a Mortgage Loan, other than contributions made on or
prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	45. Compliance with Anti-Money Laundering Laws.
 Seller has complied in all material respects with all applicable
anti-money laundering laws and regulations, including without limitation
 the USA Patriot Act of 2001 with respect to the origination of the
Mortgage Loan, the failure to comply with which would have a material
adverse effect on the Mortgage Loan. 	45	Review
 the Collective Asset Status Reports for a notation or other indication
of any claim or assertion that the Seller did not comply with its
internal procedures with respect to all applicable anti-money laundering
 laws and regulations, including without limitation the USA Patriot Act
of 2001 in connection with the origination of any Mortgage Loan, the
failure to comply with which would have a material adverse effect on the
 Mortgage Loan. If such a notation or other indication is not found, it
will be a Test pass.	Collective Asset Status Reports



 



    Exhibit PP-35 


     


    

 


EXHIBIT
QQ


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR

REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - UBS 2017-C4


Email:
  trustadministrationgroup@wellsfargo.com


 


		Attention:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
 by and among UBS Commercial Mortgage Securitization
Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
AEGON USA Realty Advisors, LLC, as Fairmount at Brewerytown Special
Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee,
Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The

                                         undersigned is an authorized
representative of [the Asset Representations Reviewer][[_____],
                                         an entity designated by the
Depositor to receive access to the secure Data Room].



 


		2.	The

                                         undersigned acknowledges and
agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for
purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data
Room available to any other person except in accordance
                                         with the Pooling and Servicing
Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only
access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 






    	Exhibit QQ-1 



     


    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME
OF PARTY],

as
[role]
	 	 
	 	By:	 
	 	 	Name:
Title:






 


Dated:
_______


 


[UBS
Commercial Mortgage Securitization Corp.,


as
Depositor]*


 





		By:	 	 
		 	
                                         [Name]

                                         [Title]	 


 





 



 


*
Required to the extent that a party other than the Asset Representations
 Reviewer is identified by the Depositor as needing access
to the Secure Data Room.


 






    	Exhibit QQ-2 



     


    

 


EXHIBIT
RR


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C4 Asset Manager

        Email:
commercial.servicing@wellsfargo.com
	Pentalpha
    Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York, 14228

    Attention: UBS 2017-C4 Transaction Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 

UBS 2017-C4 in the subject line)
	 	 
	Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com 

         

        with
        copies to:

         

        Jeff
Krasnoff

        Facsimile
number: (305) 229-6425

        E-mail:
jeff.krasnoff@rialtocapital.com

         

        Niral
Shah

        Facsimile
number: (305) 229-6425

        E-mail:
niral.shah@rialtocapital.com

         

        Adam
Singer

        Facsimile
number: (305) 229-6425

        E-mail:
adam.singer@rialtocapital.com
	AEGON
USA Realty Advisors, LLC

        4333
Edgewood Road NE

        Cedar
Rapids, IA 52499-5554

        Attention:
Greg Dryden, Senior Vice President, Special Servicing

        Facsimile:
        (319) 355-8030

         

	 	 


		Attention:	UBS

                                         Commercial Mortgage Trust
2017-C4, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C4



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Pooling and
Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, AEGON USA Realty Advisors, LLC, as Fairmount
at Brewerytown Special Servicer, Wells Fargo Bank, National Association,


 



    	Exhibit RR-1 



     


    

 


as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate
Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____
                                         A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____
 An


 Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells
Fargo
 Bank, National Association, as Certificate Administrator for the
Holders of the UBS Commercial Mortgage Trust 2017-C4, Commercial
Mortgage Pass-Through Certificates, Series 2017-C4
	 	 
	 	By:	 
	 	 	[Name]
[Title]


 






    	Exhibit RR-2 



     


    




EXHIBIT SS


 


CERTIFICATE ADMINISTRATOR RECEIPT OF
THE RISK RETENTION CERTIFICATES


 


October [__], 2017


 


	
        UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

        Attention: Nicholas Galeone

        E-mail: nicholas.galeone@ubs.com
	 
	 	 
	
        Rialto Mortgage Finance, LLC

        as Retaining Sponsor

        600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director
	 


 


		Re:	UBS Commercial Mortgage Trust 2017-C4, Commercial Mortgage
Pass-Through Certificates, Series 2017-C4



 


In accordance with Section
5.02(e) of the Pooling and Servicing Agreement, dated as of October 1, 2017 (the “Agreement”),
 the Certificate
Administrator hereby acknowledges receipt of $1,485,000 of the Class A-1
 (CUSIP No. 90276R BA5), $2,970,000 of the Class A-2 (CUSIP
No. 90276R BB3), $2,038,000 of the Class A-SB (CUSIP No. 90276R BC1),
$9,902,000 of the Class A-3 (CUSIP No. 90276R BD9), $12,249,000
of the Class A-4 (CUSIP No. 90276R BE7), $28,642,000 of the Class X-A
(CUSIP No. 90276R BF4), $7,468,000 of the Class X-B (CUSIP
No. 90276R BG2), $4,297,000 of the Class A-S (CUSIP No. 90276R BH0),
$1,586,000 of the Class B (CUSIP No. 90276R BJ6), $1,586,000
of the Class C (CUSIP No. 90276R BK3), $1,893,000 of the Class X-D
(CUSIP No. 90276R AA6), $819,000 of the Class X-E (CUSIP No.
90276R AC2), $410,000 of the Class X-F (CUSIP No. 90276R AE8),
$1,023,000 of the Class X-G (CUSIP No. 90276R AG3), $665,557 of
the Class X-NR (CUSIP No. 90276R AJ7), $1,893,000 of the Class D (CUSIP
No. 90276R AL2), $819,000 of the Class E (CUSIP No. 90276R
AN8), $410,000 of the Class F (CUSIP No. 90276R AQ1), $1,023,000 of the
Class G (CUSIP No. 90276R AS7), $665,557 of the Class NR
(CUSIP No. 90276R AU2) and 5% of the Class Z (CUSIP No. 90276R AW8),
Certificates in the form of a 144A Definitive Certificates,
which constitutes the RR Interest, as defined in the Agreement, for the
benefit of Rialto Mortgage Finance, LLC, the Retaining
Sponsor. A copy of such Certificates is attached as Exhibit A-1.
Payments on the Certificates will be made to the registered holder
thereto in accordance with the Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 



    SS-1


     


    

 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Name:
Title:


 



    SS-2


     


    

 


Exhibit A-1


 



    SS-3


     


    

 





EXHIBIT TT


 


FORM OF LIMITED POWER OF ATTORNEY


 


TO RIALTO
CAPITAL ADVISORS, LLC [AND AEGON USA REALTY ADVISORS, LLC] WITH RESPECT TO UBS Commercial Mortgage Trust 2017-C4, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C4


 


KNOW ALL MEN BY THESE PRESENTS:


 


WHEREAS, pursuant to
the terms of the Mortgage Loan Purchase Agreement dated [DATE] (the “Mortgage Loan Purchase Agreement”), between
[UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York][Rialto Mortgage Finance,
LLC][CIBC Inc.][Natixis Real Estate Capital LLC][Société Générale][Ladder Capital Finance LLC] (“Seller”)
and UBS Commercial Mortgage Securitization Corp. (“Depositor”), Seller is selling certain commercial, multifamily
and/or manufactured housing community mortgage loans (the “Mortgage Loans”) to Depositor;


 


WHEREAS, pursuant to
the terms of the Pooling and Servicing Agreement dated as of October 1, 2017 (the “Pooling and Servicing Agreement”),
between the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
Rialto Capital Advisors, LLC, as special servicer (a “Special Servicer”), AEGON USA Realty Advisors, LLC, as
Fairmount at Brewerytown special servicer (a “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor
(in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset
Representations Reviewer”), Wilmington Trust, National Association, as trustee (the “Trustee”), and
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate
Registrar”), and as authenticating agent (in such capacity, the “Authenticating Agent”),
 each Special
Servicer (solely with respect to the Mortgage Loans that each Special
Servicer services as Special Servicer) are granted certain
powers, responsibilities and authority in connection with the completion
 and the filing and recording of assignments of mortgage,
deeds of trust or similar documents, Form UCC-3 assignments of financing
 statements, reassignments of assignments of leases, rents
and profits and other Mortgage Loan documents required to be filed or
recorded in appropriate public filing and recording offices;


 


WHEREAS, Seller has
agreed to provide this Limited Power of Attorney pursuant to the Mortgage Loan Purchase Agreement;


 


NOW,
 THEREFORE, Seller
does hereby make, constitute and appoint the applicable Special
Servicer, acting solely in its capacity as Special Servicer under,
and in accordance with the terms of, the Pooling and Servicing
Agreement, Seller’s true and lawful agent and attorney-in-fact
with respect to each Mortgage Loan in Seller’s name, place and stead:
(i) to complete (to the extent necessary) and
to cause to be submitted for filing or recording in the appropriate
public filing or recording offices, all assignments of mortgage,
deeds of trust or similar documents, assignments or reassignments of
rents, leases and profits, in each case in favor of the Trustee,
as set forth in the definition of “Mortgage File” in Section 1.01
of the Pooling and


 



    TT-1


     


    

 


Servicing
 Agreement, that
have been received by the Trustee or the Custodian on its behalf, and
all Form UCC-3 assignments of financing statements and all
other comparable instruments or documents with respect to the Mortgage
Loans which are customarily and reasonably necessary or
appropriate to assign agreements, documents and instruments pertaining
to the Mortgage Loans, in each case in favor of the Trustee
as set forth in the definition of “Mortgage File” in, and in accordance
with Section 1.01 of, the Pooling and
Servicing Agreement, and to evidence, provide notice of and perfect such
 assignments and conveyances in favor of the Trustee in
the public records of the appropriate filing and recording offices; and
(ii) to prepare, execute and file or record in the
appropriate public filing or recording offices, as applicable, all other
 Mortgage Loan documents to be recorded under the terms
of the Pooling and Servicing Agreement or any such Mortgage Loan
documents which have not been submitted for filing or recordation
by Seller on or before the date hereof or which have been so submitted
but are subsequently lost or returned unrecorded or unfiled
as a result of actual or purported defects therein, in order to
evidence, provide notice of and perfect such documents in the public
records of the appropriate filing and recording offices. Notwithstanding
 the foregoing, this Limited Power of Attorney shall grant
to the applicable Special Servicer only such powers, responsibilities
and authority as are set forth in Section 2 of
the Mortgage Loan Purchase Agreement.


 


The
 enumeration of
particular powers herein is not intended in any way to limit the grant
to the Special Servicer as Seller’s attorney-in-fact
of full power and authority with respect to the Mortgage Loans to
complete (to the extent necessary), file and record any documents,
instruments or other writings referred to above as fully, to all intents
 and purposes, as Seller might or could do if personally
present, hereby ratifying and confirming whatsoever such
attorney-in-fact shall and may do by virtue hereof; and Seller agrees
and represents to those dealing with such attorney-in-fact that they may
 rely upon this Limited Power of Attorney until termination
thereof under the provisions of the second following paragraph below. As
 between Seller, the Depositor, the Special Servicer, the
Trust and the Certificateholders, the Special Servicer may not exercise
any right, authority or power granted by this Limited Power
of Attorney in a manner which would violate the terms of the Pooling and
 Servicing Agreement, but any and all third parties dealing
with the Special Servicer as Seller’s attorney-in-fact may rely
completely, unconditionally and conclusively on the authority
of the Special Servicer and need not make any inquiry about whether the
Special Servicer is acting pursuant to the Pooling and
Servicing Agreement. Any purchaser, title insurance company or other
third party may rely upon a written statement by the Special
Servicer that any particular Mortgage Loan or related mortgaged real
property in question is subject to and included under this
Limited Power of Attorney and the Pooling and Servicing Agreement.


 


Any act or thing lawfully
done hereunder by the Special Servicer shall be binding on Seller and Seller’s successors and assigns.


 


This Limited Power
of Attorney shall continue in full force and effect with respect to the Special Servicer until the earliest occurrence of any of
the following events:


 


		(1)	the termination of such entity and its replacement with a successor Special Servicer under the
terms of the Pooling and Servicing Agreement;



 



    TT-2


     


    

 


		(2)	the appointment of a receiver or conservator with respect to the business of such entity, or the
filing of a voluntary or involuntary petition in bankruptcy by or against such entity;



 


		(3)	with respect to the Special Servicer and any Mortgage Loan, such Mortgage Loan is no longer a part
of the Trust;



 


		(4)	the termination of the Pooling and Servicing Agreement in accordance with its terms; and



 


		(5)	the occurrence and continuance of, or failure to cure, any of the events described under Section 7.01(a)
of the Pooling and Servicing Agreement with respect to the Special Servicer.



 


Nothing herein shall
be deemed to amend or modify the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement or the respective rights,
duties or obligations of Seller under the Mortgage Loan Purchase Agreement, and nothing herein shall constitute a waiver of any
rights or remedies under the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings assigned thereto in the Mortgage Loan Purchase Agreement or, if not defined
therein, then in the Pooling and Servicing Agreement.


 


THIS POWER OF ATTORNEY
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


[Signature on next page]


 



    TT-3


     


    

 


IN WITNESS WHEREOF,
Seller has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as
of _______________, 2017.


 


	 	[UBS
AG][RIALTO MORTGAGE 
    
	 	 	FINANCE, LLC][LADDER CAPITAL 
	 	 	FINANCE LLC][NATIXIS REAL 
	 	 	ESTATE CAPITAL LLC][SOCIÉTÉ 
	 	 	GÉNÉRALE][CIBC
INC.]
	 	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:



 



    TT-4


     


    

 


ACKNOWLEDGEMENT


 


	STATE
OF NEW YORK	)	 
	 	) ss:
	COUNTY OF NEW YORK	)	 


 


On
 this ____ day of
_____________ 20__, before me appeared __________________, to me
personally known, who, being by me duly sworn did say that he/she
is the ___________________ of [UBS AG, by and through its New York
branch office at 1285 Avenue of the Americas, New York, New
York][Rialto Mortgage Finance][Ladder Capital Finance LLC][Natixis Real
Estate Capital LLC][Société Générale][CIBC
Inc.], and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument
was signed and sealed in behalf of said corporation by authority of its
board of directors, and said ___________________ acknowledged
said instrument to be the free act and deed of said corporation.


 


	 	 	 
	 	Name:	
	 	 	 Notary Public in and for said County and
    State


 





	My Commission Expires:	 	 
	 	 	 
	 	 	 


 



    TT-5


     


    

 





Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	237 Park Avenue



 


		2.	Park West Village



 


		3.	The District



 


		4.	245 Park Avenue



 


		5.	Fairmount at Brewerytown



 


		6.	50 Varick Street



 


		7.	Meridian Sunrise Village



 


		8.	Bank of America Office Campus Building 600



 


		9.	Macedonia Commons



 


		10.	DoubleTree Berkeley Marina



 


		11.	JW Marriott Chicago



 


		12.	TZA Multifamily Portfolio I



 


		13.	Del Amo Fashion Center



 



    Schedule 1-1


     


    

 





Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See Annex E to the Prospectus.


 



    Schedule 2-1


     


    

 





Schedule
3


 


Mortgage
Loans With Escrows or Reserves exceeding 10% of theIR RESPECTIVE initial principal balanceS


 


	Mortgage Loan(1)	Reserve Description	Reserve Amount
	237 Park Avenue	Interest Reserve and Outstanding TI/LC Reserve	$88,865,605
	1600 Corporate Center	TI/LC Escrow Reserve; Free Rent Reserve; Outstanding TI/LC Reserve; Insurance Reserve,; and Upfront Tax Reserve	$2,791,229
	GM Logistics Center 3	GM Project Expense Reserve; Upfront Tax Reserve and Rent Credit Reserve	$2,108,928
	Holiday Inn Express & Suites Duncan	PIP Reserve and Immediate Repair Reserve	$914,438


 


		(1)	With respect to any Mortgage Loan that is part of a Whole Loan, this Schedule 3 only lists Mortgage
Loans with escrows or reserves exceeding 10% of the initial principal balance of the applicable Whole Loan.



 



    Schedule 3-1