Exhibit 4.9


 





	 



 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


TRIMONT
REAL ESTATE ADVISORS, LLC,

as Operating Advisor and as Asset Representations Reviewer


 


 



 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of August 1, 2017


 


 



 


Commercial
Mortgage Pass-Through Certificates

Series 2017-C39


	 






 






     


     

    

 


Table
of Contents


	 	 	 	 
	 	 	 	Page
	ARTICLE
    I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined
    Terms	 	8
	Section 1.02	Certain
    Calculations	 	132
	 	 	 	 
	ARTICLE
    II
	 	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance
    of Mortgage Loans	 	133
	Section 2.02	Acceptance
    by Trustee	 	141
	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	 	145
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	 	162
	Section 2.05	Creation
    of the Grantor Trust	 	162
	 	 	 	 
	ARTICLE
    III
	 	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 	 	 	 
	Section 3.01	Administration
    of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	162
	Section 3.02	Collection
    of Mortgage Loan Payments	 	170
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	176
	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 Gain-on-Sale Reserve Account and the Excess Interest Distribution Account	 	180
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	187
	Section 3.06	Investment
    of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund	 	198
	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	200
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	205
	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	 	210
	Section 3.10	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	 	214
	Section 3.11	Servicing
    Compensation	 	215



 






     -i-


     

    

 


	Section 3.12	Inspections;
    Collection of Financial Statements; Delivery of Reports	 	222
	Section 3.13	Access
    to Certain Information	 	227
	Section 3.14	Title
    to REO Property; REO Account	 	240
	Section 3.15	Management
    of REO Property	 	242
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	 	244
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	 	251
	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	 	265
	Section 3.20	Sub-Servicing
    Agreements	 	272
	Section 3.21	Interest
    Reserve Account	 	275
	Section 3.22	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	275
	Section 3.23	Controlling
    Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	276
	Section 3.24	Intercreditor
    Agreements	 	280
	Section 3.25	Rating
    Agency Confirmation	 	283
	Section 3.26	The
    Operating Advisor	 	284
	Section 3.27	Companion
    Paying Agent	 	293
	Section 3.28	Serviced
    Companion Noteholder Register	 	293
	Section 3.29	Certain
    Matters Relating to the Whole Loans	 	294
	Section 3.30	[RESERVED].	 	296
	Section 3.31	[RESERVED].	 	296
	Section 3.32	Litigation
    Control	 	296
	Section 3.33	Delivery
    of Excluded Information to the Certificate Administrator	 	299
	 	 	 	 
	ARTICLE
    IV
	 	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	300
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	310
	Section 4.03	P&I
    Advances	 	316
	Section 4.04	Allocation
    of Realized Losses	 	319
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	 	320
	Section 4.06	Grantor
    Trust Reporting	 	325
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	326
	Section 4.08	Secure
    Data Room	 	329
	 	 	 	 
	ARTICLE
    V
	 	 	 	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	The
    Certificates	 	331
	Section 5.02	Form
    and Registration	 	331



 






     -ii-


     

    

 


	Section 5.03	Registration
    of Transfer and Exchange of Certificates	 	335
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	 	345
	Section 5.05	Persons
    Deemed Owners	 	345
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	 	345
	Section 5.07	Maintenance
    of Office or Agency	 	347
	Section 5.08	Appointment
    of Certificate Administrator	 	347
	Section 5.09	[RESERVED]	 	347
	Section 5.10	Voting
    Procedures	 	347
	 	 	 	 
	ARTICLE
    VI
	 	 	 	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	349
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	355
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	 	355
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	 	357
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	 	363
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	363
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	 	364
	Section 6.08	The
    Directing Certificateholder	 	364
	Section 6.09	Knowledge
    of Wells Fargo Bank, National Association	 	370
	 	 	 	 
	ARTICLE
    VII
	 	 	 	 
	SERVICER
    TERMINATION EVENTS
	 	 	 	 
	Section 7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	370
	Section 7.02	Trustee
    to Act; Appointment of Successor	 	379
	Section 7.03	Notification
    to Certificateholders	 	381
	Section 7.04	Waiver
    of Servicer Termination Events	 	381
	Section 7.05	Trustee
    as Maker of Advances	 	382



 






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	ARTICLE
    VIII
	 	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	 	382
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	384
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	386
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	 	386
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	387
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	 	388
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	 	389
	Section 8.08	Successor
    Trustee or Certificate Administrator	 	391
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	 	392
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	 	392
	Section 8.11	Appointment
    of Custodians	 	393
	Section 8.12	Representations
    and Warranties of the Trustee	 	394
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	395
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	 	395
	Section 8.15	Compliance
    with the PATRIOT Act	 	396
	 	 	 	 
	ARTICLE
    IX
	 	 	 	 
	TERMINATION
	 	 	 	 
	Section 9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	 	397
	Section 9.02	Additional
    Termination Requirements	 	400
	 	 	 	 
	ARTICLE
    X
	 	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 	 	 	 
	Section 10.01	REMIC
    Administration	 	401
	Section 10.02	Use
    of Agents	 	405
	Section 10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	405
	Section 10.04	Appointment
    of REMIC Administrators	 	405
	 	 	 	 
	ARTICLE
    XI
	 	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 11.01	Intent
    of the Parties; Reasonableness	 	406
	Section 11.02	Succession;
    Subcontractors	 	407
	Section 11.03	Filing
    Obligations	 	409



 






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	Section 11.04	Form
    10-D and Form ABS-EE Filings	 	410
	Section 11.05	Form
    10-K Filings	 	414
	Section 11.06	Sarbanes-Oxley
    Certification	 	417
	Section 11.07	Form
    8-K Filings	 	419
	Section 11.08	Form
    15 Filing	 	421
	Section 11.09	Annual
    Compliance Statements	 	421
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	 	422
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	 	425
	Section 11.12	Indemnification	 	426
	Section 11.13	Amendments	 	428
	Section 11.14	Regulation
    AB Notices	 	429
	Section 11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	429
	Section 11.16	Certain
    Matters Regarding Significant Obligors	 	435
	Section 11.17	Impact
    of Cure Period	 	435
	 	 	 	 
	ARTICLE
    XII
	 	 	 	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 	 	 	 
	Section 12.01	Asset
    Review	 	435
	Section 12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	441
	Section 12.03	Resignation
    of the Asset Representations Reviewer	 	442
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	 	442
	Section 12.05	Termination
    of the Asset Representations Reviewer	 	442
	 	 	 	 
	ARTICLE
    XIII
	 	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 	 
	Section 13.01	Amendment	 	445
	Section 13.02	Recordation
    of Agreement; Counterparts	 	450
	Section 13.03	Limitation
    on Rights of Certificateholders	 	451
	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	 	451
	Section 13.05	Notices	 	452
	Section 13.06	Severability
    of Provisions	 	457
	Section 13.07	Grant
    of a Security Interest	 	457
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	 	458
	Section 13.09	Article
    and Section Headings	 	458
	Section 13.10	Notices
    to the Rating Agencies	 	458



 






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



 






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



 






     -vii-


     

    

 


	 	 	 	 
	SCHEDULE 2	 	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	 	Designated Mortgage Loans With Earnout or Performance
    Escrows or Reserves (Generally Exceeding 10% of the Initial Principal Balance of the Mortgage Loan or (if applicable) Whole
    Loan)




 






     -viii-


     

    

 



This
Pooling and Servicing Agreement is dated and effective as of August 1, 2017, between Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont
Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


In
addition, the parties intend that the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets shall
be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor
Trust”). Solely for tax purposes, the Class V Certificates shall represent undivided beneficial interests in the Class
V Specific Grantor Trust Assets. 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
REMIC structure set forth in this Preliminary Statement is intended to cause all of the cashflow from the Mortgage Loans to flow
through to the Upper-Tier REMIC as cash flow on REMIC regular interests, without creating any shortfall, actual or potential (other
than for credit losses), to any REMIC regular interest issued hereunder. To the extent that any party hereto believes the structure
to diverge from such intention (without implying any duty of any such party to identify any such ambiguity), the party or parties
identifying the subject defect or ambiguity in this Agreement shall notify the other parties hereto, whereupon the Depositor,
the Certificate Administrator and the Tax Administrator shall use commercially reasonable efforts to rectify or resolve the subject
defect or ambiguity to accomplish the intended result without Certificateholder approval (but with guidance of counsel), including,
to the extent necessary, making any amendments in accordance with Section 13.01(a) of this Agreement, but subject to any
conditions in Section 13.01. The other parties hereto agree to reasonably cooperate with the Depositor, the Certificate
Administrator and the Tax Administrator in connection with any amendment to this Agreement in furtherance of the foregoing.


 


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


 






     


     

    

 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3,
Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR and Class LH-RR
Uncertificated Interests (the “Lower-Tier Regular Interests”), which will evidence the “regular interests”
in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is
the sole Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


 


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


 


	Class
Designation
	 	Interest
Rate
	 	Original Lower-Tier

Principal Amount



	Class
    LA1	 	(1)	 	$27,816,000	 
	Class
    LA2	 	(1)	 	$80,706,000	 
	Class
    LA3	 	(1)	 	$4,389,000	 
	Class
    LA4	 	(1)	 	$305,000,000	 
	Class
    LA5	 	(1)	 	$330,283,000	 
	Class
    LASB	 	(1)	 	$44,790,000	 
	Class
    LAS	 	(1)	 	$106,203,000	 
	Class
    LB	 	(1)	 	$50,978,000	 
	Class
    LC	 	(1)	 	$46,729,000	 
	Class
    LD	 	(1)	 	$19,732,000	 
	Class
    LE-RR	 	(1)	 	$36,910,000	 
	Class
    LF-RR	 	(1)	 	$25,489,000	 
	Class
    LG-RR	 	(1)	 	$11,328,000	 
	Class
    LH-RR	 	(1)	 	$42,481,836	 
	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-3, Class A-4, Class
A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR
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.


 






    -2- 


     


    

 


THE
GRANTOR TRUST


 


The
Class V Certificates shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific Grantor
Trust Assets 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.


 


THE
CERTIFICATES


 


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


 


	Class
    of Certificates	 	Approximate
    Initial
 Pass-Through Rate	 	Original
    Certificate
 Balance or Notional
 Amount
	Class A-1 Certificates	 	1.9750	%	 	$27,816,000	 
	Class A-2 Certificates	 	2.9900	%	 	$80,706,000	 
	Class A-3 Certificates	 	2.8780	%	 	$4,389,000	 
	Class A-4 Certificates	 	3.1570	%	 	$305,000,000	 
	Class A-5 Certificates	 	3.4180	%	 	$330,283,000	 
	Class A-SB Certificates	 	3.2120	%	 	$44,790,000	 
	Class X-A Certificates	 	1.2936	%(1)	 	$792,984,000	(2)
	Class X-B Certificates	 	0.5692	%(1)	 	$223,642,000	(2)
	Class A-S Certificates	 	3.7020	%	 	$106,203,000	 
	Class B Certificates	 	4.0250	%	 	$50,978,000	 
	Class C Certificates	 	4.1180	%	 	$46,729,000	 
	Class D Certificates	 	4.5024	%	 	$19,732,000	 
	Class E-RR Certificates	 	4.5024	%	 	$36,910,000	 
	Class F-RR Certificates	 	4.5024	%	 	$25,489,000	 
	Class G-RR Certificates	 	4.5024	%	 	$11,328,000	 
	Class H-RR Certificates	 	4.5024	%	 	$42,481,836	 
	Class R Certificates	 	None	(3)	 	N/A    	 
	Class V Certificates	 	None	(3)	 	N/A    	 




 


 




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



 


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



 


		(3)	Neither
                                         the Class R nor the Class V Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield
                                         Maintenance Charges. Any 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.



 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $1,132,834,836.


 






    -3- 


     


    

 


Each
of the 225 & 233 Park Avenue South Pari Passu Companion Loans, the Lakeside Shopping Center Pari Passu Companion Loans, the
Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans, the Columbia Park Shopping Pari Passu Companion Loan,
the 245 Park Avenue Pari Passu Companion Loans, the 245 Park Avenue Subordinate Companion Loans, the Two Independence Square Pari
Passu Companion Loans, the Two Independence Square Subordinate Companion Loan, the Yeshiva University Portfolio Pari Passu Companion
Loans, the Starwood Capital Group Hotel Portfolio Pari Passu Companion Loans, the University Center Chicago Pari Passu Companion
Loan, the Del Amo Fashion Center Pari Passu Companion Loans, the Del Amo Fashion Center Subordinate Companion Loans, the Cleveland
East Office Portfolio Pari Passu Companion Loan, the First Stamford Place Pari Passu Companion Loans, the iStar Leased Fee Portfolio
Pari Passu Companion Loans, the Crowne Plaza JFK Pari Passu Companion Loan, the Hilton Garden Inn Chicago/North Loop Pari Passu
Companion Loan, the Marble Hall Gardens Pari Passu Companion Loan (each a “Companion Loan” and collectively,
the “Companion Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that
secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other
than any Non-Serviced Companion Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable
to any Companion Loan will not be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable
to any party to this Agreement) will be owned by the related Companion Holders.


 


The
225 & 233 Park Avenue South Whole Loan consists of the 225 & 233 Park Avenue South Mortgage Loan and the 225 & 233
Park Avenue South Pari Passu Companion Loans. The 225 & 233 Park Avenue South Mortgage Loan and the 225 & 233 Park Avenue
South Pari Passu Companion Loans are pari passu with each other. The 225 & 233 Park Avenue South Mortgage Loan is part
of the Trust Fund. The 225 & 233 Park Avenue South Pari Passu Companion Loans are not part of the Trust Fund. The 225 &
233 Park Avenue South Mortgage Loan and the 225 & 233 Park Avenue South Pari Passu Companion Loans will be serviced and administered
in accordance with this Agreement and the 225 & 233 Park Avenue South Intercreditor Agreement.


 


The
Lakeside Shopping Center Whole Loan consists of the Lakeside Shopping Center Mortgage Loan and the Lakeside Shopping Center Pari
Passu Companion Loans. The Lakeside Shopping Center Mortgage Loan and the Lakeside Shopping Center Pari Passu Companion Loans
are pari passu with each other. The Lakeside Shopping Center Mortgage Loan is part of the Trust Fund. The Lakeside Shopping
Center Pari Passu Companion Loans are not part of the Trust Fund. The Lakeside Shopping Center Mortgage Loan and the Lakeside
Shopping Center Pari Passu Companion Loans will be serviced and administered (i) prior to the related Servicing Shift Securitization
Date, in accordance with this Agreement and the Lakeside Shopping Center Intercreditor Agreement and (ii) from and after the related
Servicing Shift Securitization Date, in accordance with the related Non-Serviced PSA and the Lakeside Shopping Center Intercreditor
Agreement.


 


The
Long Island Prime Portfolio – Uniondale Whole Loan consists of the Long Island Prime Portfolio – Uniondale Mortgage
Loan and the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans. The Long Island Prime Portfolio –
Uniondale Mortgage Loan and the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans


 






    -4- 


     


    

 


are pari passu
with each other. The Long Island Prime Portfolio – Uniondale Mortgage Loan is part of the Trust Fund. The Long Island Prime
Portfolio – Uniondale Pari Passu Companion Loans are not part of the Trust Fund. The Long Island Prime Portfolio –
Uniondale Mortgage Loan and the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans will be serviced and
administered (i) prior to the related Servicing Shift Securitization Date, in accordance with this Agreement and the Long Island
Prime Portfolio – Uniondale Intercreditor Agreement and (ii) from and after the related Servicing Shift Securitization Date,
in accordance with the related Non-Serviced PSA and the Long Island Prime Portfolio – Uniondale Intercreditor Agreement.


 


The
Columbia Park Shopping Center Whole Loan consists of the Columbia Park Shopping Center Mortgage Loan and the Columbia Park Shopping
Center Pari Passu Companion Loan. The Columbia Park Shopping Center Mortgage Loan and the Columbia Park Shopping Center Pari Passu
Companion Loan are pari passu with each other. The Columbia Park Shopping Center Mortgage Loan is part of the Trust Fund.
The Columbia Park Shopping Center Pari Passu Companion Loan is not part of the Trust Fund. The Columbia Park Shopping Center Mortgage
Loan and the Columbia Park Shopping Center Pari Passu Companion Loan will be serviced and administered in accordance with this
Agreement and the Columbia Park Shopping Center Intercreditor Agreement.


 


The
245 Park Avenue Whole Loan consists of the 245 Park Avenue Mortgage Loan, the 245 Park Avenue Pari Passu Companion Loans and the
245 Park Avenue Subordinate Companion Loans. The 245 Park Avenue Mortgage Loan and the 245 Park Avenue Pari Passu Companion Loans
are pari passu with each other. The 245 Park Avenue Subordinate Companion Loans are subordinate to the 245 Park Avenue
Mortgage Loan and the 245 Park Avenue Pari Passu Companion Loans. The 245 Park Avenue Mortgage Loan is part of the Trust Fund.
The 245 Park Avenue Pari Passu Companion Loans and the 245 Park Avenue Subordinate Companion Loans are not part of the Trust Fund.
The 245 Park Avenue Mortgage Loan, the 245 Park Avenue Pari Passu Companion Loans and the 245 Park Avenue Subordinate Companion
Loans will be serviced and administered in accordance with the 245 Park Avenue Trust 2017-245P TSA and the 245 Park Avenue Intercreditor
Agreement.


 


The
Two Independence Square Whole Loan consists of the Two Independence Square Mortgage Loan, the Two Independence Square Pari Passu
Companion Loans and the Two Independence Square Subordinate Companion Loan. The Two Independence Square Mortgage Loan and the
Two Independence Square Pari Passu Companion Loans are pari passu with each other. The Two Independence Square Subordinate
Companion Loan is subordinate to the Two Independence Square Mortgage Loan and the Two Independence Square Pari Passu Companion
Loans. The Two Independence Square Mortgage Loan is part of the Trust Fund. The Two Independence Square Pari Passu Companion Loans
and the Two Independence Square Subordinate Companion Loan are not part of the Trust Fund. The Two Independence Square Mortgage
Loan, the Two Independence Square Pari Passu Companion Loans and the Two Independence Square Subordinate Companion Loan will be
serviced and administered in accordance with the CSMC 2017-MOON TSA and the Two Independence Square Intercreditor Agreement.


 






    -5- 


     


    

 


The
Yeshiva University Portfolio Whole Loan consists of the Yeshiva University Portfolio Loan and the Yeshiva University Portfolio
Pari Passu Companion Loans. The Yeshiva University Portfolio Mortgage Loan and the Yeshiva University Portfolio Pari Passu Companion
Loans are pari passu with each other. The Yeshiva University Portfolio Mortgage Loan is part of the Trust Fund. The Yeshiva
University Portfolio Pari Passu Companion Loans are not part of the Trust Fund. The Yeshiva University Portfolio Mortgage Loan
and the Yeshiva University Portfolio Pari Passu Companion Loans will be serviced and administered in accordance with the MSC 2017-H1
PSA and the Yeshiva University Portfolio Intercreditor Agreement.


 


The
Starwood Capital Group Hotel Portfolio Whole Loan consists of the Starwood Capital Group Hotel Portfolio Mortgage Loan and the
Starwood Capital Group Hotel Portfolio Pari Passu Companion Loans. The Starwood Capital Group Hotel Portfolio Mortgage Loan and
the Starwood Capital Group Hotel Portfolio Pari Passu Companion Loans are pari passu with each other. The Starwood Capital
Group Hotel Portfolio Mortgage Loan is part of the Trust Fund. The Starwood Capital Group Hotel Portfolio Pari Passu Companion
Loans are not part of the Trust Fund. The Starwood Capital Group Hotel Portfolio Mortgage Loan and the Starwood Capital Group
Hotel Portfolio Pari Passu Companion Loans will be serviced and administered in accordance with the DBJPM 2017-C6 PSA and the
Starwood Capital Group Hotel Portfolio Intercreditor Agreement.


 


The
University Center Chicago Whole Loan consists of the University Center Chicago Mortgage Loan and the University Center Chicago
Pari Passu Companion Loan. The University Center Chicago Mortgage Loan and the University Center Chicago Pari Passu Companion
Loan are pari passu with each other. The University Center Chicago Mortgage Loan is part of the Trust Fund. The University
Center Chicago Pari Passu Companion Loan is not part of the Trust Fund. The University Center Chicago Mortgage Loan and the University
Center Chicago Pari Passu Companion Loan will be serviced and administered (i) prior to the related Servicing Shift Securitization
Date, in accordance with this Agreement and the University Center Chicago Intercreditor Agreement and (ii) from and after the
related Servicing Shift Securitization Date, in accordance with the related Non-Serviced PSA and the University Center Chicago
Intercreditor Agreement.


 


The
Del Amo Fashion Center Whole Loan consists of 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. The Del Amo Mortgage Loan and the Del Amo Pari Passu
Companion Loans are pari passu with each other. The Del Amo Fashion Center Subordinate Companion Loans are subordinate
to the Del Amo Fashion Center Mortgage Loan and the Del Amo Fashion Center Pari Passu Companion Loans. The Del Amo Fashion Center
Mortgage Loan is part of the Trust Fund. The Del Amo Fashion Center Pari Passu Companion Loans and the Del Amo Fashion Center
Subordinate Companion Loans are not part of the Trust Fund. 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 will be serviced and administered in accordance
with the DAFC 2017-AMO TSA and the Del Amo Fashion Center Intercreditor Agreement.


 


The
Cleveland East Office Portfolio Whole Loan consists of the Cleveland East Office Portfolio Mortgage Loan and the Cleveland East
Office Portfolio Pari Passu Companion


 






    -6- 


     


    

 


Loan. The Cleveland East Office Portfolio Mortgage Loan and the Cleveland East Office Portfolio
Pari Passu Companion Loan are pari passu with each other. The Cleveland East Office Portfolio Mortgage Loan is part of
the Trust Fund. The Cleveland East Office Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The Cleveland East
Office Portfolio Mortgage Loan and the Cleveland East Office Portfolio Pari Passu Companion Loan will be serviced and administered
in accordance with this Agreement and the Cleveland East Office Portfolio Intercreditor Agreement.


 


The
First Stamford Place Whole Loan consists of the First Stamford Place Mortgage Loan and the First Stamford Place Pari Passu Companion
Loans. The First Stamford Place Mortgage Loan and the First Stamford Place Pari Passu Companion Loans are pari passu with
each other. The First Stamford Place Mortgage Loan is part of the Trust Fund. The First Stamford Place Pari Passu Companion Loans
are not part of the Trust Fund. The First Stamford Place Mortgage Loan and the First Stamford Place Pari Passu Companion Loans
will be serviced and administered in accordance with the JPMCC 2017-JP7 PSA and the First Stamford Place Intercreditor Agreement.


 


The
iStar Leased Fee Portfolio Whole Loan consists of the iStar Leased Fee Portfolio Mortgage Loan and the iStar Leased Fee Portfolio
Pari Passu Companion Loans. The iStar Leased Fee Portfolio Mortgage Loan and the iStar Leased Fee Portfolio Pari Passu Companion
Loans are pari passu with each other. The iStar Leased Fee Portfolio Mortgage Loan is part of the Trust Fund. The iStar
Leased Fee Portfolio Pari Passu Companion Loans are not part of the Trust Fund. The iStar Leased Fee Portfolio Mortgage Loan and
the iStar Leased Fee Portfolio Pari Passu Companion Loans will be serviced and administered in accordance with the MSC 2017-H1
PSA and the iStar Leased Fee Portfolio Intercreditor Agreement.


 


The
Crowne Plaza JFK Whole Loan consists of the Crowne Plaza JFK Mortgage Loan and the Crowne Plaza JFK Pari Passu Companion Loan.
The Crowne Plaza JFK Mortgage Loan and the Crowne Plaza JFK Pari Passu Companion Loan are pari passu with each other. The
Crowne Plaza JFK Mortgage Loan is part of the Trust Fund. The Crowne Plaza JFK Pari Passu Companion Loan is not part of the Trust
Fund. The Crowne Plaza JFK Mortgage Loan and the Crowne Plaza JFK Pari Passu Companion Loan will be serviced and administered
in accordance with this Agreement and the Crowne Plaza JFK Intercreditor Agreement.


 


The
Hilton Garden Inn Chicago/North Loop Whole Loan consists of the Hilton Garden Inn Chicago/North Loop Mortgage Loan and the Hilton
Garden Inn Chicago/North Loop Pari Passu Companion Loan. The Hilton Garden Inn Chicago/North Loop Mortgage Loan and the Hilton
Garden Inn Chicago/North Loop Pari Passu Companion Loan are pari passu with each other. The Hilton Garden Inn Chicago/North
Loop Mortgage Loan is part of the Trust Fund. The Hilton Garden Inn Chicago/North Loop Pari Passu Companion Loan is not part of
the Trust Fund. The Hilton Garden Inn Chicago/North Loop Mortgage Loan and the Hilton Garden Inn Chicago/North Loop Pari Passu
Companion Loan will be serviced and administered (i) prior to the related Servicing Shift Securitization Date, in accordance with
this Agreement and the Hilton Garden Inn Chicago/North Loop Intercreditor Agreement and (ii) from and after the related Servicing
Shift Securitization Date, in accordance with the related Non-Serviced PSA and the Hilton Garden Inn Chicago/North Loop Intercreditor
Agreement.


 






    -7- 


     


    

 


The
Marble Hall Gardens Whole Loan consists of the Marble Hall Gardens Mortgage Loan and the Marble Hall Gardens Pari Passu Companion
Loan. The Marble Hall Gardens Mortgage Loan and the Marble Hall Gardens Pari Passu Companion Loan are pari passu with each
other. The Marble Hall Gardens Mortgage Loan is part of the Trust Fund. The Marble Hall Gardens Pari Passu Companion Loan is not
part of the Trust Fund. The Marble Hall Gardens Mortgage Loan and the Marble Hall Gardens Pari Passu Companion Loan will be serviced
and administered in accordance with the CSAIL 2017-C8 PSA and the Marble Hall Gardens Intercreditor Agreement.


 


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.


 


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


 


“225
& 233 Park Avenue South Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of June
27, 2017, by and between the holders of the respective promissory notes evidencing the 225 & 233 Park Avenue South Whole Loan,
relating to the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“225
& 233 Park Avenue South Mortgage Loan”: With respect to the 225 & 233 Park Avenue South Whole Loan, the Mortgage
Loan that is included in the Trust (identified as Mortgage Loan Number 1 on the Mortgage Loan Schedule), which is evidenced by
the promissory note designated as promissory note A-1, and is pari passu in right of payment with the 225 & 233 Park
Avenue South Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the
225 & 233 Park Avenue South Intercreditor Agreement.


 






    -8- 


     


    

 


“225
& 233 Park Avenue South Mortgaged Property”: The Mortgaged Property that secures the 225 & 233 Park Avenue South
Whole Loan.


 


“225
& 233 Park Avenue South Pari Passu Companion Loans”: With respect to the 225 & 233 Park Avenue South Whole Loan,
the Companion Loans evidenced by the related promissory notes designated as promissory notes A-2, A-3 and A-4 made by the related
Mortgagor and secured by the Mortgage on the 225 & 233 Park Avenue South Mortgaged Property, which are not included in the
Trust and which are generally pari passu in right of payment to the 225 & 233 Park Avenue South Mortgage Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the 225 & 233 Park Avenue South Intercreditor Agreement.


 


“225
& 233 Park Avenue South Whole Loan”: The 225 & 233 Park Avenue South Mortgage Loan, together with the 225 &
233 Park Avenue South Pari Passu Companion Loans, each of which is secured by the same Mortgage on the 225 & 233 Park Avenue
South Mortgaged Property. References herein to the 225 & 233 Park Avenue South Whole Loan shall be construed to refer to the
aggregate indebtedness under the 225 & 233 Park Avenue South Mortgage Loan and the 225 & 233 Park Avenue South Pari Passu
Companion Loans.


 


“245
Park Avenue Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 30, 2017, by and between 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 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 Fund (identified as Mortgage Loan Number 6 on the Mortgage Loan Schedule), which is evidenced by the related promissory
note designated as promissory note A-2-B-3-A, and is pari passu in right of payment with the 245 Park Avenue Pari Passu
Companion Loans and senior in right of payment to the 245 Park Avenue Subordinate Companion Loans to the extent set forth in the
245 Park Avenue Intercreditor Agreement.


 


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


 


“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 designated as promissory notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E, A-2-A-1, A-2-A-2, A-2-C-1-A,
A-2-A-3, A-2-A-4, A-2-B-1, A-2-B-2, A-2-B-3-B, A-2-C-1-B, A-2-D-1, A-2-D-2, A2-E-3, A-2-E-1 and A-2-E-2 and made by the related
Mortgagor and secured by the Mortgage on the 245 Park Avenue Mortgaged Property, which are not included in the Trust and which
are generally pari passu in right of payment to the 245 Park Avenue Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the 245 Park Avenue Intercreditor Agreement.


 


“245
Park Avenue Subordinate Companion Loans”: With respect to the 245 Park Avenue Whole Loan, the Companion Loans evidenced
by the related promissory notes 


 






    -9- 


     


    


  


designated as 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, which are not included in the Trust and which are generally subordinate in right of payment to the 245 Park Avenue Mortgage
Loan and the 245 Park Avenue Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as
provided in the 245 Park Avenue Intercreditor Agreement.


 


“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, as from time to time amended, supplemented or modified
relating to the issuance of the 245 Park Avenue Trust 2017-245P, Commercial Mortgage Pass-Through Certificates, Series 2017-245P.


 


“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.


 


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


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the
same may be amended in accordance with the terms thereof. As of the Closing Date, the 245 Park Avenue Intercreditor Agreement,
the Two Independence Square Intercreditor Agreement and the Del Amo Fashion Center Intercreditor Agreement shall be the only AB
Intercreditor Agreements related to the Trust.


 


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


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. For the avoidance of doubt, the 245


 






    -10- 


     


    

 


Park Avenue Mortgage Loan, the Two Independence Square Mortgage Loan
and the Del Amo Fashion Center Mortgage Loan are the only AB Mortgage Loans related to the Trust.


 


“AB
Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan. For the avoidance of doubt, the
245 Park Avenue Mortgaged Property, the Two Independence Square Mortgaged Property and the Del Amo Fashion Center Mortgaged Property
are the only AB Mortgaged Properties related to the Trust.


 


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


 


“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 245 Park Avenue Whole Loan, the Two Independence Square Whole Loan and the Del Amo Fashion Center Whole Loan are
the only AB Whole Loans under this 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 Special Servicer has determined (i) prior to the occurrence and continuance of a Control Termination Event, with the
consent of the Directing Certificateholder and (ii) after a Control Termination Event has occurred and is continuing, but prior
to the occurrence and continuance of a Consultation Termination Event, after non-binding consultation with the Directing Certificateholder
(in each case, other than with respect to any Mortgage Loan that is an Excluded Loan) (or, in each case, with respect to a Serviced
AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced AB Whole Loan Controlling
Holder to the extent required under the related Intercreditor Agreement), in its reasonable judgment, based on inquiry consistent
with the Servicing Standard, that either (a) such insurance is not available at commercially reasonable rates and that such hazards
are not at the time


 






    -11- 


     


    

 


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)
will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation,
as applicable; provided, further, that upon the Special Servicer’s determination consistent with the Servicing
Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder or any
applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. 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, to the extent indicated as such in the Mortgage Loan Schedule.


 


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


 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of 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


 






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Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of 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 any ARD Loan, the date upon which such ARD Loan commences accruing interest at the
Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of
the Trustee and the 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


 






    -13- 


     


    

 


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


 






    -14- 


     


    

 


definition of Appraisal Reduction Event, within
one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable
(in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction
Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced
Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received by the Special Servicer
and the Appraisal Reduction Amount is calculated as of the first Determination Date that is at least ten (10) Business Days thereafter.
Within sixty (60) days after the Appraisal Reduction Event, the 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, the Directing Certificateholder (but only prior to the occurrence and continuance of a Consultation Termination
Event), 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 the Master Servicer, the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan,
and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the


 






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application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such
Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount
of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a change in any
other material economic term of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable (other than
an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced Companion
Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver
has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single
tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60)
days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within
such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage
Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing is anticipated within one hundred
twenty (120) days after the Maturity Date of the Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable,
in which case one hundred twenty (120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan or
Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided that the thirty (30) 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, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence
of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event
shall be subject to the provisions of Section 4.05.


 


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


 


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


 


“Appraised
Value”: (i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), 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.


 


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


 


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


 


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


 






    -16- 


     


    

 


“Argentic”:
Argentic Real Estate Finance LLC and its successors-in-interest.


 


“Asset
Representations Reviewer”: Trimont Real Estate Advisors, LLC a Georgia limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal
balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held
by the Trust as of the end of the applicable Collection Period.


 


“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):


 






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(a)         the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the
portion of Loss of Value Payments deposited into the Collection Account 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 Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion 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 Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C)
any Net Investment Earnings contained therein;


 


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


 


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


 


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


 






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


 


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


 


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


 


(c)           the
aggregate amount of any Compensating Interest Payments made by the Master 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, and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which
such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


(d)           with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if such 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.


 


“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.


 






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


 


“Borrower-Related
Party”: As defined in Section 3.32(a).


 


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


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Florida, Maryland, Minnesota,
North Carolina, New York, California or the city and state in which the Corporate Trust Office of the Trustee or the Certificate
Administrator, or the principal place of business or principal commercial mortgage loan servicing office of 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.


 


“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-C39, 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 0.00600%
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


 






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Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by 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


 






    -22- 


     


    

 


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 or the Special Servicer or any such Affiliate thereof, as applicable, 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 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 or the Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and,
if applicable, numerical) Class designation and each designated Lower-Tier Regular Interest.


 


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


 






    -23- 


     


    

 


“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 1.9750%.


 


“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 2.9900%.


 


“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 2.8780%.


 


“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 3.1570%.


 


“Class
A-5 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-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.4180%.


 


“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) 3.7020%
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.


 






    -24- 


     


    

 


“Class
A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.2120%.


 


“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) 4.0250%
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 lesser of (i) 4.1180%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


“Class
E-RR 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
F-RR Certificate”: A Certificate designated as “Class F-RR” 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-RR 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
G-RR Certificate”: A Certificate designated as “Class G-RR” 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.


 






    -25- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -26- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -27- 


     


    

 


“Class
V Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the 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 and Class X-B 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, Class C and Class D 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, Class C and Class D 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.


 


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


 


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


 


“Cleveland
East Office Portfolio Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of August 4, 2017,
by and between the holders of the respective promissory notes evidencing the Cleveland East Office Portfolio Whole Loan, relating
to the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 






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“Cleveland
East Office Portfolio Mortgage Loan”: With respect to the Cleveland East Office Portfolio Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan Number 14 on the Mortgage Loan Schedule), which is evidenced by the
promissory note designated as promissory note A-1, and is pari passu in right of payment with the Cleveland East Office
Portfolio Pari Passu Companion Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Cleveland
East Office Portfolio Intercreditor Agreement.


 


“Cleveland
East Office Portfolio Mortgaged Property”: The Mortgaged Property that secures the Cleveland East Office Portfolio Whole
Loan.


 


“Cleveland
East Office Portfolio Pari Passu Companion Loan”: With respect to the Cleveland East Office Portfolio Whole Loan, the
Companion Loan evidenced by the related promissory note designated as promissory note A-2 made by the related Mortgagor and secured
by the Mortgage on the Cleveland East Office Portfolio Mortgaged Property, which is not included in the Trust and which is generally
pari passu in right of payment to the Cleveland East Office Portfolio Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the Cleveland East Office Portfolio Intercreditor Agreement.


 


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


 


“Closing
Date”: August 22, 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, an amount, calculated by the
Special Servicer (with respect to any AB Modified Loans that are not Non-Serviced Mortgage Loans) or the Master Servicer (with
respect to any AB Modified Loans that are Non-Serviced Mortgage Loans) 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 and to the extent on deposit with, or otherwise under the control of, the lender as of the
date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage
Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property
or Mortgaged Properties (provided that in the case of a Non-Serviced


 






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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 Master Servicer), plus (z) any
other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender
in respect of such AB Modified Loan as of the date of such determination. The Special Servicer (with respect to any AB Modified
Loans that are Non-Serviced Mortgage Loans), the Master Servicer (with respect to any AB Modified Loans that are not Non-Serviced
Mortgage Loans), the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Special
Servicer’s or the Master Servicer’s, as the case may be, calculation or determination of any Collateral Deficiency
Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by 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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series
2017-C39, 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 Serviced Companion Noteholders,
to the extent funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust,
any Trust REMIC or the Grantor Trust.


 


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


 


“Columbia
Park Shopping Center Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of August 4, 2017,
by and between the holders of the respective promissory notes evidencing the Columbia Park Shopping Center Whole Loan, relating
to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Columbia
Park Shopping Center Mortgage Loan”: With respect to the Columbia Park Shopping Center Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan Number 5 on the Mortgage Loan Schedule), which is evidenced by the
promissory note designated as promissory note A-1, and is pari passu in right of payment with the Columbia Park Shopping
Center Pari Passu Companion Loan to the extent set forth in the


 






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related Mortgage Loan documents and as provided in the Columbia
Park Shopping Center Intercreditor Agreement.


 


“Columbia
Park Shopping Center Mortgaged Property”: The Mortgaged Property that secures the Columbia Park Shopping Center Whole
Loan.


 


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


 


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


 


“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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage
Pass-Through Certificates, Series 2017-C39, 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)”: As defined in the Preliminary Statement.


 


“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.


 






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“Compensating
Interest Payments”: 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
to the Master Servicer 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 the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan)
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’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms
of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the 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) so long
as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded Loans,
at the request or with the consent of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and
Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date,
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.
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 E-RR 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


 






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operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of any such Class
of Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;
provided that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the
Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a
Consultation Termination Event shall be deemed not 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 principal payments on the Mortgage Loans.


 


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


 


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


 


“Control
Termination Event”: The occurrence of (i) the Certificate Balance of the Class E-RR Certificates (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder
of the Class E-RR Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right,
in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated
to a successor controlling class certificateholder pursuant to Section 3.23(l); provided that no Control Termination
Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the
term “Control Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related
to such Servicing Shift Whole Loan; provided, further, that a Control Termination Event shall not be deemed continuing
in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced
to zero as a result of principal payments on the Mortgage Loans.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance as notionally reduced by any 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 H-RR 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


 






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of which being an expense
of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling
Class and the Certificate Administrator shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer,
Operating Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor
shall be entitled to rely on any such list so provided.


 


“Controlling
Companion Loan”: With respect to a Servicing Shift Whole Loan, the related Companion Loan which, in accordance with
the related Intercreditor Agreement, will be the “Control Note” or similarly defined term as identified in the related
Intercreditor Agreement after the securitization of such Companion Loan. As of the Closing Date, each of the Lakeside Shopping
Center Note A-1, the Long Island Prime Portfolio – Uniondale Note A-1-1, University Center Chicago Pari Passu Companion
Loan and the Hilton Garden Inn Chicago/North Loop Pari Passu Companion Loan shall be a Controlling Companion Loan related to the
Trust.


 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank, 600
South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2017-C39; and (iii) for all other purposes,
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS),
WFCM Commercial Mortgage Securities Trust 2017-C39.


 


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


 






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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.


 


“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


 






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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 0.0005% per annum.


 


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


 


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


 






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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.


 


“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.


 






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“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”: A data file in the “Schedule AL File” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may
be approved from time to time by the CREFC® for commercial mortgage securities transactions generally; provided
that the Depositor shall confirm in writing to 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.


 






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“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 or more individual
mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
mortgage loans. For the avoidance of doubt, there are no Crossed Mortgage Loan Groups related to the Trust.


 


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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying
Loans for


 






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


 


“Crowne
Plaza JFK Intercreditor Agreement”: That certain Agreement between Note Holders dated as of June 8, 2017, by and between
the holders of the respective promissory notes evidencing the Crowne Plaza JFK Whole Loan, relating to the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 


“Crowne
Plaza JFK Mortgage Loan”: With respect to the Crowne Plaza JFK Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan Number 19 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated
as promissory note A-2, and is pari passu in right of payment with the Crowne Plaza JFK Pari Passu Companion Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the Crowne Plaza JFK Intercreditor Agreement.


 


“Crowne
Plaza JFK Mortgaged Property”: The Mortgaged Property that secures the Crowne Plaza JFK Whole Loan.


 


“Crowne
Plaza JFK Pari Passu Companion Loan”: With respect to the Crowne Plaza JFK Whole Loan, the Companion Loan evidenced
by the related promissory note designated as promissory note A-1 made by the related Mortgagor and secured by the Mortgage on
the Crowne Plaza JFK Mortgaged Property, which is not included in the Trust and which is generally pari passu in right
of payment to the Crowne Plaza JFK Mortgage Loan to the extent



 






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set
forth in the related Mortgage Loan documents and as provided in the Crowne Plaza JFK Intercreditor Agreement.





 


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


 


“CSAIL
2017-C8 PSA”: The pooling and servicing agreement, dated as of June 1, 2017, among Credit Suisse Commercial Mortgage
Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, as from time to time amended, supplemented or modified relating to the issuance of the CSAIL 2017-C8 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C8.


 


“CSMC
2017-MOON TSA”: The trust and servicing agreement, dated as of July 6, 2017, among Credit Suisse Commercial Mortgage
Securities Corp., as depositor, KeyBank National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating
advisor, as from time to time amended, supplemented or modified relating to the issuance of the CSMC 2017-MOON, Commercial Mortgage
Pass-Through Certificates, Series 2017-MOON.


 


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


 


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


 


“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


 






    -41- 


     


    

 


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 August 2017, or with respect
to any Mortgage Loan that has its first Due Date in September 2017, the date that would have otherwise been the related Due Date
in August 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 master 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, as from time to time amended, supplemented or modified relating to
the issuance of the Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO.


 


“DBJPM
2017-C6 PSA”: The pooling and servicing agreement, dated as of June 1, 2017, among Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special
servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating to
the issuance of the DBJPM 2017-C6 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C6.


 


“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.


 


“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;


 






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provided that in respect of a Balloon Payment, such period will be 120 days if the related Mortgagor has
provided the Master Servicer or Special Servicer, as applicable, with a written and fully executed commitment or otherwise binding
application for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance
to the Master Servicer or Special Servicer, as applicable; and, in either case, such delinquency is to be determined without giving
effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments
under the related Mortgage and Mortgage Note or (ii) as to which the 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 Risk Retention
Certificates, the Class R and Class V Certificates and any Certificate issued pursuant to Section 5.02(c) and Section
5.02(d) shall be Definitive Certificates. For the avoidance of doubt, any Risk Retention Certificate shall at all times during
the Transfer Restriction Period be a Definitive Certificate.


 


“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 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 Fund (identified as Mortgage Loan Number 13 on the Mortgage Loan Schedule), which is evidenced by the related
promissory notes designated as promissory notes A-2-2-A and B-2-2-A, and is pari passu in right of payment with the Del
Amo Fashion Center Pari Passu Companion Loans and senior in


 






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right of payment to the Del Amo Fashion Center Subordinate Companion
Loans to the extent set forth in the Del Amo Fashion Center Intercreditor Agreement.


 


“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 designated as promissory notes A-1-1, A-1-2, A-1-3, A-1-4, A-2-1, A-2-2-B, A-2-3,
A-2-4, A-3-1, A-3-2, A-3-3, A-3-4, 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-B, B-2-3, B-2-4, B-3-1,
B-3-3, B-3-4, B-4-1, B-4-2, B-4-3 and B-4-4 and made by the related Mortgagor and secured by the Mortgage on the Del Amo Fashion
Center Mortgaged Property, which are not included in the Trust and which are generally pari passu in right of payment to
the Del Amo Fashion Center Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
Del Amo Fashion Center Intercreditor Agreement.


 


“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, which are not included in the
Trust and which are generally subordinate in right of payment to the Del Amo Fashion Center Mortgage Loan and the Del Amo Fashion
Center Pari Passu Companion Loans to the extent set forth in the Del Amo Fashion Center Intercreditor Agreement.


 


“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).


 






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


 


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


 


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


 


“Designated
Intercreditor Agreement”:    As defined in the definition of “Intercreditor Agreement”.


 


“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 September 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);


 






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


 


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


 


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


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of any origination settlement statement;


 


(r)            a
copy of the Insurance Summary Report;


 


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


 


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


 






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


 


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


 


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


 


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


 


“Directing
Certificateholder”:  With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall be
the related Loan-Specific Directing Certificateholder and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans
and any Excluded Loans), the initial Directing Certificateholder shall be B-Piece Income USA LLC, a Delaware limited liability
company. Thereafter, with respect to the Mortgage Loans described in clause (B) above, 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) above shall
only retain its consultation rights to the extent specifically provided for herein. After the occurrence and continuance of a
Consultation Termination Event, there will be no Directing Certificateholder as described in clause (B) above. 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


 






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the
Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder, as described
in clause (B) above, or to exercise any of the rights of the Controlling Class Certificateholder, there will be no such Directing
Certificateholder and no party will be entitled to exercise any of the rights of such Directing Certificateholder until such time
as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) and a new such Directing Certificateholder
is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled
to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a
replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed
by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.


 


“Directly
Operate”:  With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or
operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, however, that an REO Property shall not
be considered to be Directly Operated solely because the Trustee (or the 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 any such
Mortgage Loan or Serviced Companion Loan, the management or disposition of such 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.


 


“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).


 






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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as
defined in Section 775 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 September 2017. The initial Distribution
Date shall be September 15, 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,


 






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the
Operating Advisor or the Asset Representations Reviewer, which lists certain parties identified by the Depositor as having failed
to comply (after any applicable cure period) with their respective obligations under Article XI of this Agreement or as
having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other
securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties appear on the Do Not Hire List.


 


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


 


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


 


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


 


“EDGAR”:
 As defined in Section 11.03.


 


“EDGAR-Compatible
Format”:  With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL 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 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 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 and (B) the long-term unsecured
debt obligations of which are rated at least “A-” by Fitch (to the extent rated by Fitch), if the deposits are to
be held in such account for thirty (30) days or more, and the short-term debt obligations 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, if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured
debt rating shall be at least “A2” from Moody’s 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 “P-1” from Moody’s and “F2” from Fitch (to
the extent rated by Fitch) (if the 


 






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deposits
are to be held in the account for thirty (30) days or less); (iii) such other account or accounts that, but for the failure to
satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in 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, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement,
the Directing Certificateholder or 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).


 






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“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 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 a special servicer under this Agreement; and (e) that (i) has been regularly engaged in the business of analyzing
and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral
analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and
experience in the workout and management of distressed commercial real estate assets.


 


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


 


“Enforcing
Servicer”:  (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by Special Servicer, the Directing Certificateholder or a Controlling
Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any person other than the Special
Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to the Resolution Failure relating
to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such non-Specially
Serviced Loan, the Special Servicer.


 


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


 


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


 


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


 


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


 






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“ERISA
Restricted Certificate”:  Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class F-RR, Class G-RR and Class H-RR 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 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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
Mortgage Pass-Through Certificates, Series 2017-C39, Class V Certificates, Excess Interest Distribution Account”, and which
must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset of
either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
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


 






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Advances
and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees,
Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage
Loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed
from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor
or otherwise. With respect to each of the Master 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 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan,
as applicable, on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification,
extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess
Prepayment Interest Shortfall”:   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.


 


“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, or (in the case of the Directing Certificateholder or
the Holder of the majority of the Controlling Class) has elected to be treated as, a Borrower Party with respect to such Excluded
Controlling Class Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder,
as applicable, shall provide notice in the form of Exhibit P-1E hereto to the 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. 






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“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 or has elected to be treated as 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 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 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 Schedule AL Additional File shall not be considered “Excluded Information”. Each of the Master
Servicer, the Special Servicer and the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator
in accordance with Section 3.33. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate
any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website
shall be triggered solely by such information being delivered in the manner provided in Section 3.26.


 


“Excluded
Loan”:  Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, (i) the
Directing Certificateholder or the Holder of the majority of the Controlling Class is a Borrower Party or (ii) the Directing
Certificateholder or the holder of the majority of the Controlling Class has elected to treat as an “excluded
loan”; provided, however, that in the case of clause (ii), the Directing Certificateholder gives written notice of
either such election or the withdrawal of such election in the form of Exhibit P-1F to the parties to this Agreement,
and following any such election, absent written notice from the Directing Certificateholder in the form of Exhibit
P-1G that such election has been withdrawn, the Master Servicer and Special Servicer shall be entitled to treat such
Mortgage Loan as an Excluded Loan. The Master Servicer and the Special Servicer shall be entitled to conclusively rely on any
such notice of election or withdrawal and shall have no responsibility to confirm the correctness of such notice of election
or withdrawal and shall have no liability for acting in accordance with any such notices. For the avoidance of doubt, any
Excluded Loan 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.


 






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“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 obtains knowledge that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded
Special Servicer Loans related to the Trust as of the Closing Date.


 


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


 


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


 


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


 


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


 


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


 






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“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 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 other than Excluded Loans, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by the
Special Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove any
recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed
given.


 


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


 


“First
Stamford Place Mortgage Loan”:  With respect to the First Stamford Place Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan Number 16 on the Mortgage Loan Schedule), which is evidenced by the promissory note
designated as promissory note A-2-B, and is pari passu in right of payment with the First Stamford Place Pari Passu Companion
Loans to the extent set forth in the First Stamford Place Intercreditor Agreement.


 


“First
Stamford Place Mortgaged Property”:  The Mortgaged Property that secures the First Stamford Place Whole Loan.


 


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


 


“First
Stamford Place Whole Loan”: The First Stamford Place Mortgage Loan, together with the First Stamford Place Pari Passu
Companion Loans, each of which is secured by the same Mortgage on the First Stamford Place Mortgaged Property. References herein
to the


 






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First
Stamford Place Whole Loan shall be construed to refer to the aggregate indebtedness under the First Stamford Place Mortgage Loan
and the First Stamford Place Pari Passu Companion Loans.


 


“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.


 


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


 


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


 


“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 Section 3.02(a), Section 3.02(b) and Section 3.02(c).


 


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


 


“Gain-on-Sale
Reserve Account”:  A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate


 






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Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, 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”“ As defined in the Preliminary Statement.


 


“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.


 


“Hilton
Garden Inn Chicago/North Loop Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of June
27, 2017, by and between the holders of the respective promissory notes evidencing the Hilton Garden Inn Chicago/North Loop Whole
Loan, relating to the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Hilton
Garden Inn Chicago/North Loop Mortgage Loan”: With respect to the Hilton Garden Inn Chicago/North Loop Whole Loan, the
Mortgage Loan that is included in the Trust (identified as Mortgage Loan Number 26 on the Mortgage Loan Schedule), which is evidenced
by the promissory note designated as promissory note A-2, and is pari passu in right of payment with the Hilton Garden
Inn Chicago/North Loop Pari Passu Companion Loans to the extent set forth in the Hilton Garden Inn Chicago/North Loop Intercreditor
Agreement.


 


“Hilton
Garden Inn Chicago/North Loop Mortgaged Property”: The Mortgaged Property that secures the Hilton Garden Inn Chicago/North
Loop Whole Loan.


 


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


 


“Hilton
Garden Inn Chicago/North Loop Whole Loan”: The Hilton Garden Inn Chicago/North Loop Mortgage Loan, together with the
Hilton Garden Inn Chicago/North Loop


 






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Pari
Passu Companion Loan, each of which is secured by the same Mortgage on the Hilton Garden Inn Chicago/North Loop Mortgaged Property.
References herein to the Hilton Garden Inn Chicago/North Loop Whole Loan shall be construed to refer to the aggregate indebtedness
under the Hilton Garden Inn Chicago/North Loop Mortgage Loan and the Hilton Garden Inn Chicago/North Loop Pari Passu Companion
Loan.


 


“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, the Directing Certificateholder,
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 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 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 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 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


 






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


 


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


 


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


 


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


 


“Initial
Purchasers”: Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Natixis Securities
Americas LLC.


 


“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
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 FF is an Initial Sub-Servicer.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Intercreditor
Agreement”: Each of the 225 & 233 Park Avenue South Intercreditor Agreement, the Lakeside Shopping Center Intercreditor
Agreement, the Long Island Prime Portfolio – Uniondale Intercreditor Agreement, the Columbia Park Shopping Center Intercreditor
Agreement, the 245 Park Avenue Intercreditor Agreement, the Two Independence Square Intercreditor Agreement, the Yeshiva University
Portfolio Intercreditor Agreement, the Starwood Capital Group Hotel Portfolio Intercreditor Agreement, the University Center Chicago
Intercreditor Agreement, the Del Amo Fashion Center Intercreditor Agreement, the Cleveland East Office Portfolio Intercreditor
Agreement, the First Stamford Place Intercreditor Agreement, the iStar Leased Fee Portfolio Intercreditor Agreement, the Crowne
Plaza JFK Intercreditor Agreement, the Hilton Garden Inn Chicago/North Loop Intercreditor Agreement and the Marble Hall Gardens
Intercreditor Agreement (each of the foregoing, a “Designated 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.


 






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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.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, 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 of Certificates remaining unpaid as of the close of business on the preceding
Distribution Date, and (b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates for the
current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s interest on that amount remaining
unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any
Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the
preceding entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, 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-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 






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


 


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


 


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


 


“iStar
Leased Fee Portfolio Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of June 8, 2017,
by and between the holders of the respective promissory notes evidencing the iStar Leased Fee Portfolio Whole Loan, relating to
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“iStar
Leased Fee Portfolio Mortgage Loan”: With respect to the iStar Leased Fee Portfolio Whole Loan, the Mortgage Loan that
is included in the Trust Fund (identified as Mortgage Loan Number 18 on the Mortgage Loan Schedule), which is evidenced by the
related promissory note designated as promissory note A-1-3-1, and is pari passu in right of payment with the iStar Leased
Fee Portfolio Pari Passu Companion Loans to the extent set forth in the iStar Leased Fee Portfolio Intercreditor Agreement.


  






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“iStar
Leased Fee Portfolio Mortgaged Property”: The Mortgaged Property that secures the iStar Leased Fee Portfolio Whole Loan.


 


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


 



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


 


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


 


“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.


 


“Lakeside
Shopping Center Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of August 22, 2017,
by and between the holders of the respective promissory notes evidencing the Lakeside Shopping Center Whole Loan, relating to
the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Lakeside
Shopping Center Mortgage Loan”: With respect to the Lakeside Shopping Center Whole Loan, the Mortgage Loan that is included
in the Trust Fund (identified as Mortgage Loan Number 3 on the Mortgage Loan Schedule), which is evidenced by the related promissory
note designated as promissory note A-2, and is pari passu in right of payment with the Lakeside Shopping Center Pari Passu
Companion Loans to the extent set forth in the Lakeside Shopping Center Intercreditor Agreement.


 






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“Lakeside
Shopping Center Mortgaged Property”: The Mortgaged Property that secures the Lakeside Shopping Center Whole Loan.


 


“Lakeside
Shopping Center Note A-1”: The Lakeside Shopping Center Pari Passu Companion Loan evidenced by the related promissory
note designated as promissory note A-1.


 


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


 


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


 


“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.


 






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“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 Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by 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 (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect to (x) each
Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced
Loan and (z) REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer or the Special
Servicer, as applicable, obtains (i) a full, partial or discounted payoff from the related Mortgagor or (ii) any Liquidation Proceeds
or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable), or REO Property
(in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation
Fee Rate and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance
and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated
Mortgage 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), (vi) and (vii)
of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi)
of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s
purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to
the


 






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related
Intercreditor Agreement, (d) a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage
Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an
Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase or such repurchase
occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion
Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of
the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of
a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event”,
Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan
or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due
to the application of any of clauses (a) through (e) above, 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 Mortgage 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 90 days of receipt of notice of a breach (and giving effect to an extension period of
90 days).


 


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






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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.


 


“Litigation
Control”:  As defined in Section 3.32.


 


“Loan-Specific
Directing Certificateholder”:  With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, a Loan-Specific
Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling
Companion Loan. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder
under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, Morgan Stanley Bank, National
Association is a Loan-Specific Directing Certificateholder with respect to the Lakeside Shopping Center Whole Loan, Goldman Sachs
Mortgage Company is a Loan-Specific Directing Certificateholder with respect to the Long Island Prime Portfolio – Uniondale
Whole Loan, and Wells Fargo Bank, National Association is a Loan-Specific Directing Certificateholder with respect to the University
Center Chicago Whole Loan and the Hilton Garden Inn Chicago/North Loop Whole Loan.


 


“Long
Island Prime Portfolio – Uniondale Intercreditor Agreement”:  That certain Agreement between Note Holders, dated
as of June 6, 2017, by and between the holders of the respective promissory notes evidencing the Long Island Prime Portfolio –
Uniondale Whole Loan, relating to the relative rights of such holders, as the same may be amended in accordance with the terms
thereof.


 


“Long
Island Prime Portfolio – Uniondale Mortgage Loan”: With respect to the Long Island Prime Portfolio – Uniondale
Whole Loan, the Mortgage Loan that is included in the Trust Fund (identified as Mortgage Loan Number 4 on the Mortgage Loan Schedule),
which is evidenced by the related promissory note designated as promissory note A-2-1, and is pari passu in right of payment
with the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans to the extent set forth in the Long Island Prime
Portfolio – Uniondale Intercreditor Agreement.


 


“Long
Island Prime Portfolio – Uniondale Note A-1-1”: The Long Island Prime Portfolio – Uniondale Pari Passu Companion
Loan evidenced by the related promissory note designated as promissory note A-1-1.


 


“Long
Island Prime Portfolio – Uniondale Mortgaged Property”: The Mortgaged Property that secures the Long Island Prime
Portfolio – Uniondale Whole Loan.


 






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


 


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


 


“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(b).


 


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


 


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


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection 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


 



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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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
Mortgage Pass-Through Certificates, Series 2017-C39, Lower-Tier REMIC Distribution Account”. Any such account, accounts
or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Marble
Hall Gardens Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017, by and between the
holders of the respective promissory notes evidencing the Marble Hall Gardens Whole Loan, relating to the relative rights of such
holders, as the same may be amended in accordance with the terms thereof.


 


“Marble
Hall Gardens Mortgage Loan”: With respect to the Marble Hall Gardens Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan Number 34 on the Mortgage Loan Schedule), which is evidenced by the promissory note
designated as promissory note A-2, and is pari passu in right of payment with the Marble Hall Gardens Pari Passu Companion
Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Marble Hall Gardens Intercreditor
Agreement.


 


“Marble
Hall Gardens Mortgaged Property”: The Mortgaged Property that secures the Marble Hall Gardens Whole Loan.


 


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


 


“Marble
Hall Gardens Whole Loan”: The Marble Hall Gardens Mortgage Loan, together with the Marble Hall Gardens Pari Passu Companion
Loan, each of which is secured by the same Mortgage on the Marble Hall Gardens Mortgaged Property. References herein to the


 






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Marble
Hall Gardens Whole Loan shall be construed to refer to the aggregate indebtedness under the Marble Hall Gardens Mortgage Loan
and the Marble Hall Gardens Pari Passu Companion Loan.


 


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


 


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


 


“Master
Servicer Proposed Course of Action Notice”: As defined in Section 2.03(k)(iv).


 


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


 


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


 


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


 


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


 


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


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced 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 Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 






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“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 Wells Fargo Commercial Mortgage
Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)         an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series
2017-C39” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


(iv)         the
original or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document separate
from the


 






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Mortgage),
with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)          an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39” (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 or an Affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the
filing of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 






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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 or letter of credit relating to such Mortgage Loan
or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such
term shall not be deemed to include such documents and instruments required to be included therein unless they are actually received
by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any
document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage
Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting
such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each
such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage
File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage
Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage


 






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


 


“Mortgage
Loan”: Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this


 






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


 


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


 


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


 


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


 


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


 


(ii)          the
Mortgagor’s name;


 


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


 


(iv)         the
Mortgage Rate in effect at origination;


 


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


 


(vi)         the
original principal balance;


 


(vii)        the
Cut-off Date Balance;


 


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


 


(ix)         the
original and remaining amortization terms;


 


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


 






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(xi)         the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)        number
of grace days;


 


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


 


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


 


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


 


(xxiii)       the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)       the
Administrative Cost Rate; and


 


(xxvii)       the
Due Date.


 


Such
list may be in the form of more than one list, collectively setting forth all of the information required.


 






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“Mortgage
Loan Seller”: Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor in
interest, (ii) Argentic Real Estate Finance LLC, a Delaware limited liability company, or its successor in interest, (iii) Barclays
Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iv) Natixis Real Estate Capital
LLC, a Delaware limited liability company, or its successor in interest, and (v) Basis Real Estate Capital II, LLC, a Delaware
limited liability company, or its successor in interest.


 


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


 


“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.


 


“MSC
2017-H1 PSA”: The pooling and servicing agreement, dated as of June 1, 2017, among Morgan Stanley Capital I Inc., as
depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Trimont Real Estate Advisors,
LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating
to the issuance of the MSC 2017-H1, Commercial Mortgage Pass-Through Certificates, Series 2017-H1.


 


“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.


 






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


 


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


 






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“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, the Master
Servicer or the Special Servicer, in accordance with the Servicer Standard, or the Trustee, in its good faith business judgment,
as the case may be, determines 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 (with respect to any Specially Serviced Loan), make a determination
in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable
P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer,
and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer),
the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee,
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 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. 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






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Loan,
if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master
Servicer, Non-Serviced Special Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect
to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability
determination, the 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 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, 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) (and in the case of a Serviced Mortgage Loan, any


 






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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, in its good faith business judgment
or the Master Servicer or the Special Servicer, as applicable, in accordance with the Servicing Standard, determines 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 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


 






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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) (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 may be conclusively relied upon by, but shall not be binding upon,
the Master Servicer and the Trustee, 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


 






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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 D, Class E-RR, Class F-RR, Class G-RR,
Class H-RR, Class R or Class V Certificate.


 


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


 


“Non-Serviced
Companion Loan”: Each of (i) the 245 Park Avenue Pari Passu Companion Loans, the 245 Park Avenue Subordinate Companion
Loans, the Two Independence Square Pari Passu Companion Loans, the Two Independence Square Subordinate Companion Loan, the Yeshiva
University Pari Passu Companion Loans, the Starwood Capital Group Hotel Portfolio Pari Passu Companion Loans, the Del Amo Fashion
Center Pari Passu Companion Loans, the Del Amo Fashion Center Subordinate Companion Loans, the First Stamford Place Pari Passu
Companion Loans, the iStar Leased Fee Portfolio Pari Passu Companion Loans and the Marble Hall Gardens Pari Passu Companion Loan
and (ii) on and after the related Servicing Shift Securitization Date, the Lakeside Shopping Center Pari Passu Companion Loans,
the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans, the University Center Chicago Pari Passu Companion
Loan and the Hilton Garden Inn Chicago/North Loop Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 






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“Non-Serviced
Intercreditor Agreement”: Each of (i) the 245 Park Avenue Intercreditor Agreement, the Two Independence Square Intercreditor
Agreement, the Yeshiva University Intercreditor Agreement, the Starwood Capital Group Hotel Portfolio Intercreditor Agreement,
the Del Amo Fashion Center Intercreditor Agreement, the First Stamford Place Intercreditor Agreement, the iStar Leased Fee Portfolio
Intercreditor Agreement and the Marble Hall Gardens Intercreditor Agreement and (ii) on and after the related Servicing Shift
Securitization Date, the Lakeside Shopping Center Intercreditor Agreement, the Long Island Prime Portfolio – Uniondale Intercreditor
Agreement, the University Center Chicago Intercreditor Agreement and the Hilton Garden Inn Chicago/North Loop Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of (i) the 245 Park Avenue Mortgage Loan, the Two Independence Square Mortgage Loan, the Yeshiva
University Mortgage Loan, the Starwood Capital Group Hotel Portfolio Mortgage Loan, the Del Amo Fashion Center Mortgage Loan,
the First Stamford Place Mortgage Loan, the iStar Leased Fee Portfolio Mortgage Loan and the Marble Hall Gardens Mortgage Loan
and (ii) on and after the related Servicing Shift Securitization Date, the Lakeside Shopping Center Mortgage Loan, the Long Island
Prime Portfolio – Uniondale Mortgage Loan, the University Center Chicago Mortgage Loan and the Hilton Garden Inn Chicago/North
Loop Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of (i) the 245 Park Avenue Mortgaged Property, the Two Independence Square Mortgaged Property,
the Yeshiva University Mortgaged Property, the Starwood Capital Group Hotel Portfolio Mortgaged Property, the Del Amo Fashion
Center Mortgaged Property, the First Stamford Place Mortgaged Property, the iStar Leased Fee Portfolio Mortgaged Property and
the Marble Hall Gardens Mortgaged Property and (ii) on and after the related Servicing Shift Securitization Date, the Lakeside
Shopping Center Mortgaged Property, the Long Island Prime Portfolio – Uniondale Mortgaged Property, the University Center
Chicago Mortgaged Property and the Hilton Garden Inn Chicago/North Loop Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of (i) the 245 Park Avenue Pari Passu Companion Loans, the Two Independence Square
Pari Passu Companion Loans, the Yeshiva University Pari Passu Companion Loans, the Starwood Capital Group Hotel Portfolio Pari
Passu Companion Loans, the Del Amo Fashion Center Pari Passu Companion Loans, the First Stamford Place Pari Passu Companion Loans,
the iStar Leased Fee Portfolio Pari Passu Companion Loans and the Marble Hall Gardens Pari Passu Companion Loan and (ii) on and
after the related Servicing Shift Securitization Date, the Lakeside Shopping Center Pari Passu Companion Loans, the Long Island
Prime Portfolio – Uniondale Pari Passu Companion Loans, the University Center Chicago Pari Passu Companion Loan and the
Hilton Garden Inn Chicago/North Loop Pari Passu Companion Loan.


 






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


 





“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the 245 Park Avenue Mortgage Loan, the Two Independence Square Mortgage
Loan and the Del Amo Fashion Center Mortgage Loan, 0.00125%, (ii) the Yeshiva University Portfolio Mortgage Loan, the Starwood
Capital Group Hotel Mortgage Loan, the First Stamford Place Mortgage Loan, the iStar Leased Fee Portfolio Mortgage Loan and the
Marble Hall Gardens Mortgage Loan and, on and after the related Servicing Shift Securitization Date, the Lakeside Shopping Center
Mortgage Loan, and the Hilton Garden Inn Chicago/North Loop Mortgage Loan, 0.00250% per annum, (iii) the Long Island Prime
Portfolio – Uniondale Mortgage Loan on and after the related Servicing Shift Securitization Date, 0.00750% per annum,
and (iv) the University Center Chicago Mortgage Loan on and after the related Servicing Shift Securitization Date, 0.01250% per
annum. 


“Non-Serviced
PSA”: With respect to (i) the 245 Park Avenue Whole Loan, the 245 Park Avenue Trust 2017-245P TSA, (ii) the Two Independence
Square Whole Loan, the CSMC 2017-MOON TSA, (iii) the Yeshiva University Portfolio Whole Loan and the iStar Leased Fee Portfolio
Whole Loan, the MSC 2017-H1 PSA, (iv) the Starwood Capital Group Hotel Portfolio Whole Loan, the DBJPM 2017-C6 PSA, (v) the Del
Amo Fashion Center Whole Loan, the DAFC 2017-AMO TSA, (vi) the First Stamford Place Whole Loan, the JPMCC 2017-JP7 PSA and (vii)
the Marble Hall Gardens Whole Loan, the CSAIL 2017-C8 PSA and (viii) any Servicing Shift Whole Loan, after the applicable Servicing
Shift Securitization Date, the related pooling and servicing agreement governing the servicing of the Servicing Shift Whole Loan.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of (i) the 245 Park Avenue Whole Loan, the Two Independence Square Whole Loan, the Yeshiva University
Whole Loan, the Starwood Capital Group Hotel Portfolio Whole Loan, the Del Amo Fashion Center Whole Loan, the First Stamford Place
Whole Loan, the iStar Leased Fee Portfolio Whole Loan and the Marble Hall Gardens Whole Loan and (ii) on and after the related
Servicing Shift Securitization Date, the Lakeside Shopping Center Whole Loan, the Long Island Prime Portfolio – Uniondale
Whole Loan, the University Center Chicago Whole Loan and the Hilton Garden Inn Chicago/North Loop 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 and in the case of the Class X-B Certificates,
the Class X-B 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 or any successor thereto.


 


“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”: Trimont Real Estate Advisors, LLC, a Georgia limited liability company, and its successors in interest and
assigns, or any successor operating advisor appointed as herein provided.


 


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


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees
to pay) with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans or the Servicing Shift Mortgage Loans and
each related Companion Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that
no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Major Decision; provided, further, however, that to the extent such fee is incurred after the outstanding
Certificate Balances of the Control Eligible Certificates 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


 






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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 (but excluding each Non-Serviced Mortgage Loan, each Servicing
Shift Mortgage Loan and each Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00115%, except with respect to each Non-Serviced Mortgage Loan and each Companion Loan.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a
single lender), and not in the best interest of nor for the benefit of any particular Class of Certificateholders (as determined
by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest
arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors,
any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer,
the Directing Certificateholder, any Certificateholder or any of their Affiliates.


 


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


 


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


 






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(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, (c) the qualification of the Grantor Trust as a grantor trust,
or (d) 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.


 


“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.


 






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“Original
Notional Amount”: With respect to the Class X-A Notional Amount and the Class X-B 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.


 


“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.


 






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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E-RR Pass-Through Rate,
the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class H-RR Pass-Through Rate, the Class X-A Pass-Through
Rate or the Class X-B Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 






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“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, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced
in writing;


 


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


 



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


 


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


 



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term
obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1” by
Fitch), and (4)(A) in the case of such investments with maturities of more than six months, the short-term obligations of which
are rated at least “P1” by Moody’s, and the long-term obligations of which are rated at least “Aaa”
by Moody’s, and (B) in the case of such investments with maturities of more than six months, the short-term obligations
of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), 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 (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Money Market Funds), rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and
if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch,
KBRA, DBRS, Moody’s, Morningstar and/or S&P)) and the highest money market fund category by Moody’s (or, if not
rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the
Certificates), which may include the investments referred to in clause (i) above if so qualified that (a) have substantially
all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have net
assets of not less than $5,000,000,000;


 


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


 


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


 


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


 



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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 insurance
(or title agency) and/or other fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer
or any of its respective Affiliates in connection with any services performed by such party with respect to any Mortgage Loan
and Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Preliminary
Prospectus” The Preliminary Prospectus, dated August 3, 2017, relating to the Registered Certificates.


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR 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 such Distribution Date, (b) the Scheduled
Principal Distribution Amount for such Distribution Date and (b) 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 any 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).


 






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“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 and the Special Servicer referred to in
clause (i) of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to any
Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information (including any such information
contained within any Asset Status Report) that the Special Servicer has reasonably determined could compromise the Trust’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject
to attorney-client privilege. 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)
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 


 



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that is 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 obtains knowledge that it has become 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 Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and
appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of 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; provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance
with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded
Information).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated August 11, 2017, relating to the Registered Certificates.


 


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


 






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


 


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


 


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


 


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


 






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


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall
mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such
purposes, the Mortgage Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant
to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second preceding
sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section
3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase 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) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs
(which may include Fitch and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and (b)
“A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by
one other NRSRO (which may include Moody’s or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions
insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c),
an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such
claims paying ability) rated by at least one (1) of the following rating agencies of at least(a) “A3” by Moody’s,
(b) “A-“ by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or, (e) “A(low)”
by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this


 



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 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 entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS transaction rated by Moody’s
on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS rated by Moody’s), and (viii) is 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.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the
representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report
that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered
as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to 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


 



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 Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved by the Directing Certificateholder (so
long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan);
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it
would result in an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be
imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller;
(xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to
the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment
of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for
a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above
and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis;
provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, 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 September 2050.


 


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


 



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the Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


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


 


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


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the 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.


 


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


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A and Class X-B 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.


 






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“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


	Related
Certificates
	 	Related
Lower-Tier Regular Interest 

	Class
    A-1 Certificates	 	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA3 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA4 Uncertificated Interest
	Class
    A-5 Certificates	 	Class
    LA5 Uncertificated Interest
	Class
    A-SB Certificates	 	Class
    LASB Uncertificated Interest
	Class
    A-S Certificates	 	Class
    LAS Uncertificated Interest
	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	Class
    E-RR Certificates	 	Class
    LE-RR Uncertificated Interest
	Class
    F-RR Certificates	 	Class
    LF-RR Uncertificated Interest
	Class
    G-RR Certificates	 	Class
    LG-RR Uncertificated Interest
	Class
    H-RR Certificates	 	Class
    LH-RR Uncertificated Interest


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached
hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, 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.


 






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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by 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 “LNR Partners, LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, 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.
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


 



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 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.


 


“Reporting
Requirements”: As defined in Section 11.12.


 






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


 






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“Retained
Certificate Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding
the Risk Retention Certificates, which account shall be deemed to be owned by the Holder(s) of the Risk Retention Certificates.


 


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


 


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


 


“Retaining
Party”: B-Piece Holdings Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability,
acting as Holder of the Risk Retention Certificates, and any successor holder of all or part of the Risk Retention Certificates.


 


“Retaining
Sponsor”: Argentic Real Estate Finance LLC, acting as retaining sponsor as such term is defined under Section 3(b) of
the Risk Retention Rules.


 


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


 


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


 


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


 


“Risk
Retention Certificates”: Individually and collectively the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


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


 


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


 


“Rule
144A”: Rule 144A under the Act.


 






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


 


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


 


“S&P”:
S&P Global Ratings, and its successors in interest. If neither S&P nor any successor remains in existence, “S&P”
shall be deemed to refer to such other nationally 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 S&P herein referenced shall be deemed to
refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the
Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending
after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received
by the 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, which shall initially be located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), on the page relating to this transaction.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Serviced
Companion Loan”: Each of (i) the 225 & 233 Park Avenue South Pari Passu Companion Loans, the 225 & 233 Park
Avenue South Subordinate Companion Loan, the Columbia Park Shopping Center Pari Passu Companion Loan, the Cleveland East Office
Portfolio Pari Passu Companion Loan and the Crowne Plaza JFK Pari Passu Companion Loan and (ii) prior to the related Servicing
Shift Securitization Date, the Lakeside Shopping Center Pari Passu Companion Loans, the Long Island Prime Portfolio – Uniondale
Pari Passu Companion Loans, the University Chicago Center Pari Passu Companion Loan and the Hilton Garden Inn Chicago/North Loop
Pari Passu Companion Loan.


 


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


 


“Serviced
Companion Noteholder”: Any holder of record of any Serviced Companion Loan.


 


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


 


“Serviced
Mortgage Loan”: Each of (i) the 225 & 233 Park Avenue South Mortgage Loan, the Columbia Park Shopping Center Mortgage
Loan, the Cleveland East Office Portfolio Mortgage Loan and the Crowne Plaza JFK Mortgage Loan and (ii) prior to the related Servicing
Shift Securitization Date, the Lakeside Shopping Center Mortgage Loan, the Long


 



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Island Prime Portfolio – Uniondale Mortgage
Loan, the University Chicago Center Mortgage Loan and the Hilton Garden Inn Chicago/North Loop Mortgage Loan.


 


“Serviced
Pari Passu Companion Loan”: Each of (i) the 225 & 233 Park Avenue South Pari Passu Companion Loans, the Columbia
Park Shopping Center Pari Passu Companion Loan, the Cleveland East Office Portfolio Pari Passu Companion Loan and the Crowne Plaza
JFK Pari Passu Companion Loan and (ii) prior to the related Servicing Shift Securitization Date, the Lakeside Shopping Center
Pari Passu Companion Loans, the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans, the University Chicago
Center Pari Passu Companion Loan and the Hilton Garden Inn Chicago/North Loop Pari Passu Companion Loan.


 


“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 (i) the 225 & 233 Park Avenue South Mortgage Loan, the Columbia Park Shopping
Center Mortgage Loan, the Cleveland East Office Portfolio Mortgage Loan and the Crowne Plaza JFK Mortgage Loan and (ii) prior
to the related Servicing Shift Securitization Date, the Lakeside Shopping Center Mortgage Loan, the Long Island Prime Portfolio
– Uniondale Mortgage Loan, the University Chicago Center Mortgage Loan and the Hilton Garden Inn Chicago/North Loop Mortgage
Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of (i) the 225 & 233 Park Avenue South Whole Loan, the Columbia Park Shopping Center
Whole Loan, the Cleveland East Office Portfolio Mortgage Loan and the Crowne Plaza JFK Whole Loan and (ii) prior to the related
Servicing Shift Securitization Date, the Lakeside Shopping Center Whole Loan, the Long Island Prime Portfolio – Uniondale
Whole Loan, the University Chicago Center Whole Loan and the Hilton Garden Inn Chicago/North Loop 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
Subordinate Companion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AB Whole Loan. For the avoidance
of doubt, there are no Serviced Subordinate Companion Loans related to the Trust.


 


“Serviced
Whole Loan”: Each of (i) the 225 & 233 Park Avenue South Whole Loan, the Columbia Park Shopping Center Whole Loan,
the Cleveland East Office Portfolio


 



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Mortgage Loan and the Crowne Plaza JFK Whole Loan and (ii) prior to the related Servicing
Shift Securitization Date, the Lakeside Shopping Center Whole Loan, the Long Island Prime Portfolio – Uniondale Whole Loan,
the University Chicago Center Whole Loan and the Hilton Garden Inn Chicago/North Loop 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) one (1) Business Day after the Determination
Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not a Business
Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), provided, however, that such
Serviced Whole Loan Remittance Date under this clause (ii) shall not be earlier than two (2) Business Days following the date
the Master Servicer receives the related Periodic Payment with respect to such Serviced Whole Loan.


 


“Servicer
Termination Event”: As defined 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 (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


 



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cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor
Agreement or this Agreement.


 


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


 


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


 





“Servicing
Fee Rate”: With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per
annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Master Servicing Fee Rate”,
which rate includes, in each such case, the rate at which applicable master, primary and sub-servicing fees accrue (other than
in respect of a Non-Serviced Mortgage Loan, with respect to which the primary and sub-servicing fees are included in the related
Non-Servicing Primary Servicing Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage
Loan or REO Loan in the same manner in which interest is calculated in respect of such loans (provided, however, that with respect
to any Servicing Shift Mortgage Loan on or after the applicable related Servicing Shift Securitization Date, the Servicing Fee
Rate shall be reduced by the related Non-Serviced Primary Servicing Fee Rate), and (ii) each Serviced Pari Passu Companion
Loan, 0.0025% per annum, in each case computed on the basis of the Stated Principal Balance of the related Serviced Pari Passu
Companion Loan in the same manner in which interest is calculated in respect of such loan. 


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


 



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certificates of hazard insurance and/or hazard insurance policies or other
applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the
Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which
documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan
that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental
reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than 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 GG hereto. Exhibit GG shall be
updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of 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, each of the Lakeside Shopping Center Note A-1, the Long
Island Prime Portfolio – Uniondale Note A-1-1, University Center Chicago Pari Passu Companion Loan and the Hilton Garden
Inn Chicago/North Loop Pari Passu Companion Loan will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing
Shift Securitization Date. As of the Closing Date, each of the Lakeside Shopping Center Mortgage Loan, the Long Island Prime Portfolio
– Uniondale Mortgage Loan, the University Center Chicago Mortgage Loan and the Hilton Garden Inn


 



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Chicago/North Loop Mortgage
Loan will be a Servicing Shift Mortgage Loan related to the Trust. After all Servicing Shift Securitization Dates have occurred,
there will be no Servicing Shift Mortgage Loan related to the Trust.


 


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


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift
Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of
which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on the related Servicing Shift Securitization Date. As of the Closing Date, each of the Lakeside
Shopping Center Whole Loan, the Long Island Prime Portfolio - Uniondale Whole Loan, the University Center Chicago Whole Loan and
the Hilton Garden Inn Chicago/North Loop Whole Loan will be a Servicing Shift Whole Loan related to the Trust. After all Servicing
Shift Securitization Dates have occurred, 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,
on or before the due date of such Balloon Payment, documentation reasonably satisfactory in form and substance to the Master Servicer
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does not occur
before the expiration of the time period for refinancing or sale specified in such documentation 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 or sale, a Servicing Transfer
Event will occur immediately); or


 






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(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), unless a Control Termination
Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has
occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in
the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which
the subject payment will become due; or the 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), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event
has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded
Loan), unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon Payment is
likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond
the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered, on or prior to the date of the Balloon
Payment, documentation 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 forward such documentation to the Special Servicer or Master Servicer,
as applicable) which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within
120 days following the date on which such Balloon Payment will become due, the 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), unless a Control Termination Event has occurred and is continuing or (B) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with
respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the Mortgagor
is likely not to make one or more Assumed Scheduled Payments prior


 



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to such a refinancing or sale or (B) such refinancing or sale
is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or


 


(iv)       there
shall have occurred a default (including, in the 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 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), unless a Control Termination Event has occurred and is continuing or (B) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with
respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), materially impair the value
of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely
affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder(s)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage
Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


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


 


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


 






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(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), unless a 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.


 


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


 


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


 


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


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate holding 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates;
provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class B, Class C and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06.


 






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


 


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


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the
Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


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


 






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


 


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


 


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


 


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


 


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


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
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.


 


“Starwood
Capital Group Hotel Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 29, 2017,
by and between the holders of the respective promissory notes evidencing the Starwood Capital Group Hotel Portfolio Whole Loan,
relating to the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Starwood
Capital Group Hotel Portfolio Mortgage Loan”: With respect to the Starwood Capital Group Hotel Portfolio Whole Loan,
the Mortgage Loan that is included in the Trust (identified as Mortgage Loan Number 19 on the Mortgage Loan Schedule), which is
evidenced by the promissory note designated as promissory note A-6-1, and is pari passu in right of payment with the Starwood
Capital Group Hotel Portfolio Pari Passu Companion Loans to the


 



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extent set forth in the related Mortgage Loan documents and as
provided in the Starwood Capital Group Hotel Portfolio Intercreditor Agreement.


 


“Starwood
Capital Group Hotel Portfolio Mortgaged Property”: The Mortgaged Property that secures the Starwood Capital Group Hotel
Portfolio Whole Loan.


 


“Starwood
Capital Group Hotel Portfolio Pari Passu Companion Loans”: With respect to the Starwood Capital Group Hotel Portfolio
Whole Loan, the Companion Loans evidenced by the related promissory notes designated as promissory notes A-1, A-2-1, A-2-2, A-3,
A-4, A-5, A-6-2, A-7, A-8, A-9, A-10, A-11, A-12, A-13-1, A-13-2, A-14, A-15, A-16-1, A-16-2 and A-17 made by the related Mortgagor
and secured by the Mortgage on the Starwood Capital Group Hotel Portfolio Mortgaged Property, which are not included in the Trust
and which are generally pari passu in right of payment to the Starwood Capital Group Hotel Portfolio Mortgage Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the Starwood Capital Group Hotel Portfolio Intercreditor
Agreement.


 


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


 


“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.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Transfer
Restriction Period”: The period from the Closing Date to the earlier 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 Closing
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.


 






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“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. For the avoidance of doubt, the Transferable
Servicing Interest with respect to each Mortgage Loan is zero.


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “Wells Fargo Commercial Mortgage Trust
2017-C39”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the 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


 



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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).


 


“Trust-Related
Litigation”: As defined in Section 3.32.


 


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


 


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


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any 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.


 


“Two
Independence Square Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 13, 2017, by and between
the holders of the respective promissory notes evidencing the Two Independence Square Whole Loan, relating to the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Two
Independence Square Mortgage Loan”: With respect to the Two Independence Square Whole Loan, the Mortgage Loan that is
included in the Trust Fund (identified as Mortgage Loan Number 7 on the Mortgage Loan Schedule), which is evidenced by related
promissory note designated as promissory note A-3-A, and is pari passu in right of payment with the Two Independence Square
Pari Passu Companion Loans and senior in right of payment to the Two Independence Square Subordinate Companion Loan to the extent
set forth in the Two Independence Square Intercreditor Agreement.


 


“Two
Independence Square Mortgaged Property”: The Mortgaged Property that secures the Two Independence Square Whole Loan.


 


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


 


“Two
Independence Square Subordinate Companion Loan”: With respect to the Two Independence Square Whole Loan, the Companion
Loan evidenced by the related promissory note designated as promissory note B and made by the related Mortgagor and secured by
the Mortgage on the Two Independence Square Mortgaged Property, which is not included in the Trust and which is generally subordinate
in right of payment to the Two


 



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Independence Square Mortgage Loan and the Two Independence Square Pari Passu Companion Loans to
the extent set forth in the Two Independence Square Intercreditor Agreement.


 


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


 


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


 


“Underwriters”:
Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Natixis Securities Americas LLC.


 


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


 


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


 


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


 


“University
Center Chicago Mortgage Loan”: With respect to the University Center Chicago Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan Number 12 on the Mortgage Loan Schedule), which is evidenced by the promissory note
designated as promissory note A-2, and is pari passu in right of payment with the University Center Chicago Pari Passu
Companion Loan to the extent provided in the University Center Chicago Intercreditor Agreement.


 


“University
Center Chicago Mortgaged Property”: The Mortgaged Property that secures the University Center Chicago Whole Loan.


 


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


 


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


 






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“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 Wells Fargo Commercial
Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 






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“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates, 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), 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. The Voting Rights of any Class of
Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.
Neither the Class R nor Class V Certificates will be entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving
effect to any payments received during any applicable Grace Period).


 


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


 


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


 


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


 


“Whole
Loan”: Each of the 225 & 233 Park Avenue South Whole Loan, the Lakeside Shopping Center Whole Loan, the Long Island
Prime Portfolio – Uniondale Whole Loan, the Columbia Park Shopping Center, the 245 Park Avenue Whole Loan, the Two Independence
Square Whole Loan, the Yeshiva University Portfolio Whole Loan, the Starwood Capital Group Hotel Portfolio Whole Loan, the University
Center Chicago Whole Loan, the Del Amo Fashion Center Whole Loan, the Cleveland East Office Portfolio Whole Loan, the First Stamford
Place Whole Loan, the iStar Leased Fee Portfolio Whole Loan, the Crowne Plaza JFK Whole Loan, the Hilton Garden Inn Chicago/North
Loop Whole Loan and the Marble Hall Gardens Whole Loan.


 






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


 


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


 


“Workout
Fee”: The fee paid to the 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.


 


“Yeshiva
University Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 21, 2017, by and
between the holders of the respective promissory notes evidencing the Yeshiva University Portfolio Whole Loan, relating to the
relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Yeshiva
University Portfolio Mortgage Loan”: With respect to the Yeshiva University Portfolio Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan Number 8 on the Mortgage Loan Schedule), which is evidenced by the
promissory note designated as promissory note A-2, and is pari passu in right of payment with the Yeshiva University Portfolio
Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Yeshiva University
Portfolio Intercreditor Agreement.


 


“Yeshiva
University Portfolio Mortgaged Property”: The Mortgaged Property that secures the Yeshiva University Portfolio Whole
Loan.


 


“Yeshiva
University Portfolio Pari Passu Companion Loans”: With respect to the Yeshiva University Portfolio Whole Loan, the Companion
Loans evidenced by the related promissory notes designated as promissory notes A-1, A-3 and A-4 made by the related Mortgagor
and secured by the Mortgage on the Yeshiva University Portfolio Mortgaged


 



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Property, which are not included in the Trust and which
are generally pari passu in right of payment to the Yeshiva University Portfolio Mortgage Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Yeshiva University Portfolio Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


(ii)         Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the 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 the immediately preceding Distribution Date pursuant to Section 4.01(a) or Section 4.01(b),
as applicable, and Section 4.01(c) (b) any Realized Losses allocated to such Class of Principal Balance Certificates on
the immediately preceding Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans
of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage
Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries are


 



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allocated to such Class of Principal
Balance Certificates on the immediately preceding Distribution Date and added to the Certificate Balance pursuant to Section
4.04(a).


 


(iv)        Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the 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 Whole Loan, first, to any related AB Subordinate Companion
Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loans.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01    Conveyance of
Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust, appoint
the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for the benefit
of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and interest of
the Depositor, whether now owned or existing or hereafter acquired or arising, including any security interest therein for the
benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3,
4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to
the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of
the Mortgage Loan


 



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Purchase Agreement
between the Depositor, Basis Real Estate Capital II, LLC and Basis Investment Group LLC; (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 Lower-Tier Regular Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on
deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively,
the “Conveyed Property”). Such assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage
Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with respect
to those Mortgage Loans that were closed in August 2017 but have their first Due Date in September 2017, any interest amounts
relating to the period prior to the Cut-off Date; and (iv) any Retained Defeasance Rights and Obligations with respect to the
Mortgage Loans for which Argentic is the related Mortgage Loan Seller). The transfer of the Mortgage Loans and the related rights
and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute
a sale. In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5
(other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17
and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor,
Basis Real Estate Capital II, LLC and Basis Investment Group LLC, 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


 



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Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of
the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for
each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other
items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have
been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.
If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or, if
applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because
of a delay caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered
within 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date
as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included
in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true
and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian
on or before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof
(certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy
of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian
within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after
the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing
Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original
or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable,
a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to
be recorded or filed), for any other reason, including, without limitation, that such non-delivered


 



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document or instrument has
been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with
evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance
company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before
the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan
Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is
required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any
one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage
File” solely because of the unavailability of filing or recording information as to any existing document or instrument,
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date
an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original
assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording,
if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer
period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller
is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further, that in
the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) and clause (f) of
the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan
Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”, and such Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of
such assignment in the form sent for recording or filing or (except for recording or filing information not yet available) to
be sent for recording or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as
applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding
anything herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage
File”, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall
be titled in the name of, or assigned to, “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 Wells Fargo Commercial Mortgage Trust


 



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2017-C39,
Commercial Mortgage Pass-Through Certificates, Series 2017-C39”), and a copy to the Custodian or, if such original has been
submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required
in order for 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 be deemed to have satisfied
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect
to any letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank
for reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant
to this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days after the Closing Date.
If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such
letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents,
the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment
or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of
credit for processing) to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid by the related
Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required
in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust 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 assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)         Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment


 



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received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to
be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the 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 each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage
File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer


 



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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 (other than any Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller,
whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master
Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)        With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 10, 15, 19, 23, 26, 27,
33, 40, 41, 43, 44, 45, 54 and 60 on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related
comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to
transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise have a new
comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in
the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide
any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to
the 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 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


 



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Administrator,
the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor certifying that the
electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information required
under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with
the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)          Within
two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File and any Initial Schedule
AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus in Excel format to the Master Servicer
via electronic email to ssreports@wellsfargo.com.


 


(j)          Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced
PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date and
(iii) 180 days after the Closing 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-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.


 






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


 


(c)        The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the


 



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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 (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect
in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in
the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the
part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan
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 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 same are applied to the Purchase Price (or the
Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase
or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the 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 


 



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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 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 state level UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the


 



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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 “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


 



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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 Master Servicer, 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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
Series 2017-C39 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.


 


If
the Depositor, the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which
notice has been previously received or given, and such notice was not received from or copied to the 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, Operating Advisor,
Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice,
to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer
shall promptly notify the Depositor of such repurchase or replacement.


 


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


 


(i)         The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of


 



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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 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


 



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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)) and provided, further, that with respect to such Extended Cure Period the applicable
Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who
shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer,
the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, 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, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination
Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure
Period, that such Material Defect is still in effect solely because of its failure to have received the recorded document and
that such Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken).
Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage) shall be
deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the
applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage
Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding


 



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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.


 


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 Enforcing
Servicer, on behalf of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage
Loan, in either case, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is
continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of
such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section
3.05(g) of this Agreement. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the 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 Enforcing 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 Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and
timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than
the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting
a Qualified Mortgage) may not be cured by a Loss of Value Payment.


 


With
respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall
constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases
the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that
the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds)
for the reasonable amount of any such costs and expenses incurred by the 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. Except as provided in the proviso to the


 



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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 by the Special Servicer to the Master Servicer who shall remit such funds) to the applicable Mortgage
Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything contained in
this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase or substitute
for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under the
related Mortgage Loan Purchase Agreement and/or this Article II if (i) the related Mortgage Loan Seller did not otherwise
discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage
Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan
Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed
to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan
not being a Qualified Mortgage, and (iv) such failure to provide notice (as required by the terms of the related Mortgage Loan
Purchase Agreement or this Agreement) prevented the Mortgage Loan Seller from being able to cure such Material Defect and such
Material Defect was otherwise curable. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property
that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living
facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the
UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan
documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release in lieu of repurchase would not (A) cause any Trust


 



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REMIC to fail to qualify as a REMIC or (B) result in the
imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence
from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon
or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter
of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or
an original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously
described in sub-clauses (ii) through (vi) of this Section 2.03(c)) shall be considered to materially and
adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section
2.03(c) shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period
after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance
policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of
the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File
if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding
the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this
Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant
to


 



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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 in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)        Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the 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 Master Servicer, the Special Servicer or the Trustee to take any action against Basis
Investment Group LLC, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without
limitation, pursuant to Section 19 thereof.


 


(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 such form, to such extent and
at such time as the Master Servicer or the Special Servicer, as applicable, would require were it, in its individual capacity,
the owner of the affected Mortgage Loan(s). Any costs incurred by the Master Servicer or 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 or the Requesting Certificateholder, be deemed to
be Servicing Advances to the extent not otherwise provided for herein. The Master Servicer or the Special Servicer, as applicable,
shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses
or attorneys’ fees against the applicable


 



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Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein
out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at
the conclusion of such enforcement action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on
deposit in the 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 Enforcing Servicer may waive the collection of amounts due on behalf of such Mortgage
Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other


 



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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.


 


(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 Master Servicer and the Special Servicer. The Enforcing
Servicer shall then 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.


 






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(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”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising any of its rights related
to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(iv)      Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially Serviced
Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt of such Master Servicer
Proposed Course of Action Notice and such Servicing File and other material, the Special Servicer shall become the Enforcing Servicer
with respect to such Repurchase Request.


 


(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), and if
applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer shall
send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at
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). The Certificate


 



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Administrator will
be required to make the Proposed Course of Action 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”). The Proposed Course of Action Notice
shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such
Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on
such notice within thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day period
will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action,
the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of
the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute
Resolution Election Notices (c) a statement that the responding Certificateholders will be required to certify their holdings
in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders
to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within
fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and
clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate
Administrator’s tabulation of the responses of the responding Certificateholders. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any,
or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue 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 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”)


 



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indicating its intent to exercise its right to refer the matter to either
mediation (including non-binding arbitration) or arbitration. In the event (a) the Enforcing Servicer’s initial Proposed
Course of Action indicated a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any
Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the
Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s
initial Proposed Course of Action indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration,
such additional responses from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution
Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority
of responding Certificateholders.


 


(ii)        If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do
so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a)
the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the
claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no
later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a
Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the 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


 



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Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)        If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration).
If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights
of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner
shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice
indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material
Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided,
however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other
Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances
known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)     For
the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their
respective affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder or to
act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution
Election Notice or otherwise to


 



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vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed
or undertaken pursuant to the procedures described herein.


 


(ix)       Subject
to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)         The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)        The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)       Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)        The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)       Out
of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)        If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 






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(i)         The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)        The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)       Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)        Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages


 



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in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)      By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)     No
person may bring a putative or certificated class action to arbitration.


 


(o)        The
following provisions will apply to both mediation and third-party arbitration:


 


(i)         Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)        If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other


 



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party with a reasonable opportunity
to object to the production of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the
agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


 


(v)        In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)     In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 






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(ix)       Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.


 


Section
2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it
of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the
Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the
assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such
assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising
the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier
Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust
(as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the
Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular
Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has
caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the
order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the
receipt by it or its designees, of such Certificates in authorized Denominations and such Certificates evidencing the entire
beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and the
Class UR Interest) and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class V
Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the
order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such
Certificates in authorized denominations, evidencing beneficial ownership of their respective portions of the
Grantor Trust.


 


Section
2.05     Creation of the Grantor Trust.
The Class V Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of
the Class V Specific Grantor Trust Assets, which portion shall be treated as a grantor trust within the meaning of subpart E,
part I of subchapter J of the Code.


 


[End
of Article II]


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01     Administration
of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and the Special
Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any Serviced
Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as
provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case
of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in


 



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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 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, as applicable, 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


 



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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 and (ii) any REO
Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to
receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with
respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the 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 the Master Servicer, shall not have
any responsibility for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties under
this Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the
performance by the Master Servicer, in its capacity as the 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 and 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


 



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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, 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 (and, if applicable, each REO Property) 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 Section 3.08, Section
3.18 and Section 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any
documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge
agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other
comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or
proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph).
The 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


 



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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,
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


 



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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 each 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, (x) the applicable Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as
having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section
2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such
letter of credit and (y) the 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 Certificateholders. If a letter of credit
is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter
of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with
the reasonable requests of the Master Servicer or the 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.


 


(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


 



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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, with respect to any
Serviced Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(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 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


 



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Advances made by any
Other Servicer as contemplated in the second 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. In the event of any conflict between this Agreement
and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(l)        The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-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 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.


 






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(n)       In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer
(if such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a
Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(o)       For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the 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 or 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) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided, that with respect to each ARD Loan,
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 not take any enforcement action with respect to the failure of the related Mortgagor to make any
payment of Excess Interest, other than requests for collection, until the Maturity Date of the related ARD Loan or until the outstanding
principal balance of such ARD Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full; 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 that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that 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


 



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additional time in such 24-month period so long as with respect to any of the
foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with
respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such
Mortgage Loan may be made, subject to the Servicing Standard, only after the 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 have no consent or consultation
rights with respect to the foregoing waivers in relation to any Excluded Loan.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or 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 so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate


 



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portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier
dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


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


 






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thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the
lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property
(including in connection with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced
Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of
real property and excluding personal property and going concern value, if any, unless otherwise permitted under the
applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee) must be collected and allocated to reduce
the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions; provided, further,
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become
REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related
Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any
amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses with respect to such Mortgage Loan;


 


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) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued
and unpaid interest described in sub-clause (i) of this clause third that either (A) was not advanced because


 



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of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I
Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection
with related Appraisal Reduction Amounts and (B) any unpaid interest (exclusive of default interest and Excess Interest) that
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any
related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case,
to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
or clause fifth of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


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.


 






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(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the 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 the 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 Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed
to limit the provisions of Section 3.02(a).


 


(e)       With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the 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 and the
related Non-Serviced Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit
T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such


 



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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 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 Noteholders collectively, but this shall not be construed to modify the respective interests
of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent
permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the
Trustee and then the 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 related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground
rents payable in


 



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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 related Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each related Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from
time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO
Account or by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event,
prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of
such items, employing for such purpose Escrow Payments (which shall be so applied by the 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


 



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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 may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer
a 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, but such determination shall not 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


 



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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 Whole Loan, if made, or any outstanding Servicing Advance with respect to a Serviced
Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable,
shall provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such
determination. 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-


 



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Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for nonrecoverable servicing advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the 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 Gain-on-Sale Reserve Account and the Excess Interest Distribution 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


 



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cause to be deposited on a daily basis and in no event later than the second Business Day following
receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:


 


(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 Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)       any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)      any
amounts required to be deposited by 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.


 






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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.


 


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), provided, that to the extent any of the foregoing amounts are
received after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts
to remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit
such amounts to the Master Servicer within two (2) Business Days of receipt of such amounts. 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 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, the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
the Holders of the Class V Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders
(other than the Holders of the Class V Certificates), and (iii) the Excess Interest Distribution Account in trust for the benefit
of the Holders of the Class V Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or


 



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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 after giving
effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


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 Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
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(a) and Section 4.01(c), 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 or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the


 



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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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage
Pass-Through Certificates, Series 2017-C39 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39
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 $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve
Account. Funds held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2018,
upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “WFCM 2017-C39 - Legal Fee Reserve Account”. The Legal Fee Reserve Account
will not be a part of the Trust Fund, either Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the
Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon
the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 






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As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master 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 accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class V 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 the Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates, which shall be an asset of the Grantor
Trust, but shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account shall be established and maintained
as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the 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 Excess Interest to Holders of the Class V 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.


 






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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 Master Servicer and the Master Servicer shall remit such funds to the Certificate Administrator who shall
deposit such funds into the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion
Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit
into the Companion Distribution Account.


 


(f)        Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator 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 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


 



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that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the
Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect
to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the 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 with respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan, as applicable, and then, pro
rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance
with their respective outstanding principal balances) and then out of general collections on the Mortgage Loans and REO
Properties, (C) to pay the Operating Advisor (or the 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


 



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reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in 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 with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in 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


 



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clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance,
then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the 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 case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating
to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to
Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans or 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) 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 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


 



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Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Section 4.03(d) and Section 3.11(d), (b) any unreimbursed Servicing Advances (including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause
(v) above, to pay itself, the 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
any 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 the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan
Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or
substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price,
the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such
expense in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)    in
accordance with Section 2.03(f), to reimburse itself or the 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 the applicable Mortgage Loan Seller’s obligations under Section 4 of
the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause
(vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and
Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to


 



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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 case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan
in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loan;


 


(x)           to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in 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 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;


 






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(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, with
respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(xiii)        to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), Section 3.14(b), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent payable
out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari
Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


 


(xiv)        to
pay out of general collections on the Mortgage Loans and the REO Properties 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);


 






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(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 Trust, the applicable Non-Serviced
Master Servicer, the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced
Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant
to or as contemplated by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property
basis, for the purpose of justifying any withdrawal from the Collection Account.


 






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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 recalculate 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, when
appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
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(b);


 


(ii)           to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)          to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, 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



 






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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;


 


(viii)        to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)          termination
of this Agreement pursuant to Section 9.01.


 


(c)           The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)            to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)           to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)           [RESERVED].


 


(f)           Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection 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 Certificate Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section
3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the


 






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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 Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(iv), Section 3.05(a)(v) and Section 3.05(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 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 clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 






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(h)          Any
Loss of Value Payments transferred to the Collection 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, REO Account and Loss of Value Reserve Fund. (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 and Loss of Value Reserve Fund (also for purposes of this Section 3.06, an
“Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held
therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on
demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such
account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the
name of the 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, 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,
such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as
applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the
Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect
its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC),
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 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:


 






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(i)           consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount
required to be withdrawn on such date; and


 


(ii)          demand
payment of all amounts due thereunder promptly upon determination by the 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, 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,
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 such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 






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(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07  Maintenance of Insurance Policies;
Errors and Omissions and Fidelity Coverage.
(a) 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, as determined 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) (provided
that any determination that such insurance coverage is not available or not available at commercially reasonable rates shall be
made (i) prior to the occurrence and continuance of any Control Termination Event and other than with respect to any Excluded
Loan, with the consent of the Directing Certificateholder and (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, after consultation with the
Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)), except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Special Servicer; 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 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 Special Servicer (i) unless a Control Termination Event has occurred
and is continuing and


 






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other
than with respect to any Excluded Loan, with the consent of the Directing Certificateholder and (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, after consultation with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan
Controlling Holder), and only in the event the Trustee has an insurable interest therein and such insurance is available to the
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 ((i) unless a Control Termination Event has occurred and is continuing and other than with respect to any
Excluded Loan, with the consent of the Directing Certificateholder and (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, after consultation
with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)), that
such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which
case the 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 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


 






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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 shall 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 and the Special Servicer shall be entitled to conclusively rely upon certificates
of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase
insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to
purchase such insurance and (C) notify the Special Servicer if it has knowledge that any insurance policy for a Mortgaged Property
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 fails to purchase the insurance requested
to be purchased by the Master Servicer pursuant to clause (B) above. If the Special Servicer determines in accordance with
the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master
Servicer and the Master Servicer shall use efforts 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


 






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exist.
Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting
to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding
Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding
Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Master Servicer or the Special
Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder or the
holder of any Companion Loan, 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.


 


(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


 






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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)           Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with 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 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


 






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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 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)            Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


(g)          Notwithstanding
anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the 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 and “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.


 


Section
3.08  Enforcement of Due-on-Sale Clauses;
Assumption Agreements.
(a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a
provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)            provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)           provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master
Servicer (with respect to any Non-Specially Serviced Loan as to which such matter is a Master Servicer Decision pursuant to clause
(xii) of the definition


 






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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), 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 (xii) of the definition
thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred and be continuing
and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained
by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), and (B)
if such Mortgage Loan is not an Excluded Loan, 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) (provided that in the case of clause (A) and clause
(B) 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
and reasonably available to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and
(ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated
Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding
or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other
Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by
Stated Principal Balance), the 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 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 (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 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,
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


 






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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:


 


(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
(xii) 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), 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 (xii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event
shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described
under, Section 6.08(a), and (B) if such Mortgage Loan is not an Excluded Loan, 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) (provided
that in the case of clause (A) and clause (B) 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


 






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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, as applicable, and reasonably available to the Special Servicer in order
to grant or withhold such consent or conduct such consultation), and (ii) the Master Servicer or the Special Servicer, as the
case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance
of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has
a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance
of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to sub-clauses (A), (B), (C) and (D) of this sub-clause
(ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (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 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 or the Master Servicer,
as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the 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


 






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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 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 or assumptions provided for in clause (xii) 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 (xii) of the definition thereof, the Master Servicer shall promptly forward
such request to the Special Servicer and the Special Servicer will be required to 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 (xii) 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 (xii) 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), Section 3.08(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 Section 3.08(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 Section 3.08(b) and shall forward thereto a copy of such agreement.


 


(e)           [RESERVED].


 






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(f)            For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof. 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,
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), or (y) (i) after the occurrence and during the continuance of
a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than
with respect to any Excluded Loan, after having consulted with the Directing Certificateholder if and to the extent required pursuant
to Section 6.08(a).


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09  Realization Upon Defaulted Loans and
Companion Loans.
(a) Upon an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine
debt, the 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, Section 3.24, subject to the Directing Certificateholder’s 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 incurred by the Special Servicer in any such proceedings shall


 






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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 a bid on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as determined by the 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 bids 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 bidding 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 incidental 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. The Special Servicer shall review and be familiar with the terms and conditions
relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any
notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or
with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but
prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan),
with the consent of the Directing Certificateholder 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


 






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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 (in the case of the Directing Certificateholder, prior to the occurrence and continuance of a
Consultation Termination Event and other than with respect to any Excluded Loan), in writing of its intention to so release such
Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special
Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to
Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required above,
the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented
to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s
Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the
extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related
Mortgagor, such fee is to be an expense of the Trust; provided that the 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 (other than with respect to any Excluded Loan), 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 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.


 






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(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
(other than with respect to any Excluded Loan) 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 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,


 






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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,
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).


 






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Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the 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; provided
that if any such matter involves a Major Decision, then the Master Servicer will be entitled to 50% of such Excess
Modification Fees, (ii) 100% of all assumption application fees and other similar items received on any Non-Specially
Serviced Loans for which the Master Servicer is processing the underlying assumption-related transaction (including any
related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master
Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee
shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled to under this
Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption
application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in
connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the
extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions; provided that if
any such matter involves a Major Decision, then the Master Servicer will be entitled to 50% of such assumption,
waiver, consent and earnout fees and other similar fees, and only to the extent that all amounts then due and payable with
respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. In addition, the 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


 






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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.


 


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 Companion
Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of Wells
Fargo Bank, National Association as 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).


 


A
Liquidation Fee will be payable to the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance
and Condemnation Proceeds or (ii) Loss of Value Payments (including with respect to the related Companion Loan, if applicable)


 


(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


 






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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)          Additional
servicing compensation in the following form 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 a Mortgagor and shall not be required to be deposited in the Collection
Account pursuant to Section 3.04(a): (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions
or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect to Specially
Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Specially Serviced Loans and 100%
of assumption application fees and other similar items on any Non-Specially Serviced Loans for which the Special Servicer is processing
the underlying assumption-related transaction that is a Major Decision, (iii) 100% of waiver, consent and earnout fees, pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced
Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (iv) 50% of all Excess Modification
Fees related to modifications, waivers, extensions or amendments of any Non-Specially Serviced Loan to the extent the matter involves
a Major Decision and (v) 50% of all assumption, waiver, consent and earnout fees received with respect to any Non-Specially Serviced
Loan to the extent that the matter involves a Major Decision. Subject to Section 3.11(d), 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 the Loss of Value Reserve
Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to
such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to
such Distribution Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor for and retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any
Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the
extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation
in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as
it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with
respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the
Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over
the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the 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) 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


 






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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 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 consecutive timely Periodic
Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic
Payments. The successor special servicer shall not be entitled to any portion of such Workout Fees. The Special Servicer shall
not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable to the Special Servicer
with respect to (a) each Non-Specially Serviced Loan with respect to which the Special Servicer acts as the Enforcing Servicer,
(b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) and (c) each REO Property (other than a Non-Serviced
Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds
subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation
Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are
received with respect to any Corrected Loan and the 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.


 


For
the avoidance of doubt, with respect to any fee split (other than a fee split with respect to Penalty Charges) between the Master
Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer and the Special Servicer shall
each have the


 






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right,
but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided,
however that (x) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge
the percentage interest of any fee due to the other and (y) to the extent either the Master Servicer or the Special Servicer exercises
its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not
to charge such fee will not have any right to share in any portion of the other party’s fee. For the avoidance of doubt,
if the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer shall still be entitled
to charge the portion of the related fee the Special Servicer would have been entitled to if the Master Servicer had charged a
fee and the Master Servicer shall not be entitled to any percentage interest of such fee charged by the Special Servicer. Similarly,
if the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer shall still be entitled
to charge the portion of the related fee the Master Servicer would have been entitled to if the Special Servicer had charged a
fee and the Special Servicer shall not be entitled to any percentage interest 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. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued prior to the related Servicing Transfer Event), any collections
in respect of such Penalty Charge shall be shared pro rata by the


 






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Master
Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise have been
entitled. If the Master Servicer has partially waived any Penalty Charge (part of which accrued subsequent to the occurrence of
a Servicing Transfer Event and prior to the date such Mortgage Loan or Serviced Whole Loan became a Corrected Loan), any collections
in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the
respective portions of such Penalty Charge to which each would otherwise have been entitled. Notwithstanding the foregoing or
anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable
Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance
with this Section 3.11(d).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable 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 a Servicing Shift Mortgage
Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the 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 Day 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, 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.


 






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(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two 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; Delivery of Reports. (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
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, in the case of such reimbursement relating to a Serviced Whole Loan,
such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement, with respect to a Serviced Whole
Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their
respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans
and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The 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


 






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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 the Directing Certificateholder) that is a Specially Serviced Loan). Within five (5) Business
Days after request for copies of such reports by the Rating Agencies, the 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 Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan
(as to the Directing Certificateholder) that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation
Termination Event, 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).


 


(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 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 2018. Upon
the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special
Servicer, as the case may be, shall deliver or make available electronic copies of such items to the Certificate Administrator
to be posted on the Certificate Administrator’s Website. The Master Servicer or the Special Servicer, as applicable, shall
deliver copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c);
provided, however, that upon the request of any NRSRO to receive copies of any portion of such items, the Master Servicer or the
Special Servicer, as applicable, shall deliver or make available additional copies of the requested items so collected thereby
to the 17g-5 Information Provider pursuant to Section 3.13(c).


 






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In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and REO Property:


 


(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 or REO Property unless
such Mortgaged Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) is on the CREFC® Servicer Watch List). Promptly following the initial preparation
and each material revision thereof, the Special Servicer shall deliver to the Master Servicer (in electronic format) each CREFC®
Operating Statement Analysis Report with respect to Specially Serviced Loans and REO Properties, along with the related operating
statements. The Master Servicer 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 or rent rolls (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), as applicable, shall deliver or make available
copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating
statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the
Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion
Loan) and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5
Information Provider’s Website.


 






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(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) 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.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning September 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 with respect to the Mortgage Loans: (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 September 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 September
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, if provided for such Distribution Date. In no event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the 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.


 






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Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date, beginning in September 2017, the Master Servicer shall
deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR Compatible Format provided,
however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL
File unless the Depositor has delivered the items required pursuant to Section 2.01(i). If the Certificate Administrator
does not receive such CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on the
P&I Advance Date, it shall immediately request such CREFC® Schedule AL File from the Master Servicer via email
at ssreports@wellsfargo.com and send a copy of such request to the Depositor via email to CRRCompliance@wellsfargo.com. In preparing
the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any
due diligence, investigation or verification, the 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 SK under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
any Initial Schedule AL Additional File and 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.
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 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 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 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


 






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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).


 


(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) 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) Each of 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,


 






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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 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 interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the 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


 






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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 beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)           The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the 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”;


 






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(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)         The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the 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; 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);


 






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(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;


 


(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;


 






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(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to
exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such
notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan);


 


(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
Proposed Course of Action Notice;


 


(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, which will contain any notices relating to ongoing compliance by the Retaining
Sponsor with the Risk Retention Rules;


 


provided
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to
the existence of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence
and continuance of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 






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The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described above, provide email notification to any Privileged Person (other than financial market publishers) 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.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the 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 or the Special Servicer, in electronic form) of an investor certification substantially in the form of
Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification substantially
in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling
Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or 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 in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in
electronic form) hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such
Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the
Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the 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


 






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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 in physical form (or, solely with respect
to the Master Servicer or the Special Servicer, in electronic form) to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the 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.


 


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, such


 






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Directing
Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)           The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2017-C39” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any
notices of waivers under Section 3.08(d);


 


(ii)           any
Asset Status Report delivered by the 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);





 






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(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 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);


 






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(xviii)       any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)         any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City
time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The
17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5
Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in
the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “WFCM 2017-C39” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 






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The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers information
to the 17g-5 Information Provider under this Agreement that such information was received and that it has been posted.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2017-C39”
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 any such information directly to
the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


(e)          Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics, MBS Data LLC and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information
shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such
third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)           Each
of the Master 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


 






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with
the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master 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 or the Special 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
or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance
of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.13(f) to current or prospective
Certificateholders the form of confidentiality agreement used by the 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 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


 






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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 (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 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


 






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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)       The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the 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 (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such
amounts are received and properly identified and


 






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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(c), 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, as
applicable, 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 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 applicable
REO


 



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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 (with respect to any Mortgage
Loan other than an Excluded Loan, and prior to the occurrence and continuance of a Consultation Termination Event)) such advances
would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(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


 



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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.


 


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 Section 3.15(a) and Section 3.15(b).


 


Section
3.16     Sale
of Defaulted Loans and REO Properties.   (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially
Serviced Loan, the 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


 



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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 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 (with the
consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and such Non-Serviced
Mortgage Loan is not an Excluded Loan) 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, the Directing Certificateholder (in the case of the Directing Certificateholder,
other than


 



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with respect to any Excluded Loan) 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 9 months), among
other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee
shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price,
no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in
the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by


 



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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 ((i) with respect to
any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation
Termination Event shall have occurred and be continuing) and (ii) 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 its reasonable judgment consistent with the
Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder
(as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms
offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
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)
(A) 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


 



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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,
the Directing Certificateholder (in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than an
Excluded Loan prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’
prior written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation
of the Purchase Price) or (ii) sell any REO Property, in which case 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.


 


(B)          In
the absence of any such offer as set forth in sub-clause (A) 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 Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)          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.


 






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(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the 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 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 or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the 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


 



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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) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special
Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative)
will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and
Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced
Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph
with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the
offering Interested Person and the 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, with respect to each Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as


 



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and to the extent set forth in the related Intercreditor Agreement.
If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer
be subject to this Agreement.


 


(ii)           Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)            Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)           In
the event the 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.


 


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 Serviced Companion Noteholder any reports or notices
required to be delivered to such Serviced Companion Noteholder 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, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the 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


 



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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
one month collection period ending on the related Determination Date 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 one-month collection period will exceed the full amount of the principal portion of general collections on or
in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee,
as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such
determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary
circumstances make such notice impractical, which shall mean that (i) the 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(c) or to comply with the
terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has
been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or
not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the 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


 



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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 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 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(c) or for any losses, damages or other adverse economic or other effects that may
arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.
Neither the 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,


 



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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) 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 Non-Specially Serviced Loan and/or related Companion Loan that would constitute a Major Decision
without (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan, 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) 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, 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, the Special Servicer shall
(1) provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder
(in the case of the Directing Certificateholder, other than with respect to any Excluded Loan and (ii) in the case of the Directing
Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event), with an Opinion of Counsel (at
the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted
to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded Loan, obtain the consent (or


 



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deemed consent) of the
Directing Certificateholder, or (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, consult
with the Directing Certificateholder and pursuant to the process described in Section 6.08(a). Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the 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 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, 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 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. 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 Major Decision and shall not be required to interface with the


 



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Mortgagor or provide a written recommendation and/or analysis
with respect to any Major 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, prior to the occurrence and continuance of a
Control Termination Event, the approval of the Directing Certificateholder (or after the occurrence and during the
continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08, and (y) 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 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 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
(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


 



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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.


 


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, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan, with the consent of the Directing Certificateholder 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 this 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) 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


 



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 to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment
(i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b) and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust
REMIC to be subject to any tax under the REMIC Provisions. In making this determination, 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 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 (other than (i) following
the occurrence and continuance of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable
Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable),
the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan,
the Directing Certificateholder) 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


 



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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 this 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, the Directing
Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to
an Excluded Loan), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal
Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master
Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) 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 V Certificates). 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 Section 3.18(m))
shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately
following the 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 KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto
as Exhibit EE. The notice contemplated in the preceding sentence shall set forth, to the extent the 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 KK 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 process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall
process all defeasances of Mortgage Loans


 



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(other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection
with a defeasance that 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 a,
and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing,
in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in
the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by
the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 






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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 the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified
as Mortgage Loan Numbers 5, 8, 14, 19, 20, 23, 25, 31, 32, 38, 40, 44, 47, 48, 51, 59, 62 and 63 on the Mortgage Loan Schedule
that were originated or acquired by Argentic and are subject to defeasance, Argentic 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 Argentic 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 Argentic in the case of any such Mortgage Loan for which Argentic is the related Mortgage Loan Seller.
Until such time as Argentic 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 Argentic is the related Mortgage Loan Seller shall be
delivered to Argentic. With respect to any Mortgage Loan originated or acquired by Argentic that is subject to defeasance, if
the successor borrower is not designated or formed by Argentic or any Affiliate or successor thereto, the successor borrower shall
be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 






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(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 maintained in the Collection Account for a period in excess of 365 days (or
366 days in the case of a leap year).


 


(k)           Notwithstanding
anything to the contrary in this Agreement, neither the 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 largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)            Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the 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


 



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Directing Certificateholder approval or consent (except as otherwise provided below in the definition
of Master Servicer Decision) or the Special Servicer’s approval or consent (provided that, after completion, the
Master Servicer delivers notice thereof to the Special Servicer and, prior to the occurrence and continuance of a Consultation
Termination Event and other than in respect of any Excluded Loan, the Directing Certificateholder, except to the extent that the
Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such party does not
desire to receive notice of such items) take any of the following actions with respect to Non-Specially Serviced Loans (each such
action, a “Master Servicer Decision”): (i) grant waivers of non-material covenant defaults (other than financial
covenants), including late (but not waived) financial statements except that (other than with respect to any Excluded Loan, and
prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s consent (or deemed
consent) shall be required to grant waivers of more than three consecutive late deliveries of financial statements; (ii) consents
to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value
of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as
and when due, provided such releases are required by the related Mortgage Loan documents; (iii) approve or consent to grants of
easements or rights of way (including, without limitation for utilities, access, parking, public improvements or another purpose)
or subordination of the lien of the Mortgage Loan to easements, except that, prior to the occurrence and continuance of any Control
Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed
consent) shall be required to approve or consent to grants of easements or rights of way that materially affect the use or value
of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any related
Companion Loan; (iv) grant other routine approvals, including granting of subordination, non-disturbance and attornment agreements
and consents involving leasing activities (other than for ground leases) (provided that, prior to the occurrence and continuance
of a Control Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent
(or deemed consent) shall be required for leasing activities that affect an area greater than or equal to 30% of the net rentable
area of the improvements at the Mortgaged Property), including approval of new leases and amendments to current leases; (v) consent
to actions and releases related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence
and continuance of a Control Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s
consent (or deemed consent) shall be required in connection with any condemnation with respect to a material parcel or a material
income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the
ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due); (vi)
consent to a change in property management relating to any Mortgage Loan or any related Companion Loan if the replacement property
manager is not a Borrower Party (provided that, prior to the occurrence and continuance of any Control Termination Event
and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be
required for any Mortgage Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater
than $10,000,000); (vii) approve annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of
or withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds or other additional collateral with respect
to any Mortgage


 



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Loan, except that (other than with respect to any Excluded Loan and prior to the occurrence and continuance of
a Control Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required for earnout
or performance reserve releases specifically scheduled on Schedule 3 to this Agreement; (ix) grant an extension or enter
into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the
related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after
the related Maturity Date and (B) the related Mortgagor has delivered documentation reasonably satisfactory in form and substance
to the Master Servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will
occur within 120 days after the date on which such Balloon Payment will become due; (x) any modification, amendment, consent to
a modification or waiver of any term of any Intercreditor Agreement, except that (other than with respect to any Excluded Loan
and other than with respect to amendments to split or resize notes consistent with the terms of such Intercreditor Agreement)
the Directing Certificateholder’s consent (or deemed consent) shall be required for any such modification to an Intercreditor
Agreement other than during a Control Termination Event and if any such modification or amendment would adversely impact the Special
Servicer, such modification or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness;
(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 assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the loan documents allow without
the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents where no mortgagee discretion
is necessary in order to determine if such conditions are satisfied; and (xiii) grant or agree to any other waiver, modification,
amendment and/or consent that does not constitute a Major Decision; provided that (w) any such action would not in any
way affect a payment term of the Certificates, (x) any such action would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either
Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense
of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to
such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided,
further, that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
such consent shall be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt
of the 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; provided, further, that
in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, after the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder shall be entitled to consult with the Master Servicer on a non-binding basis (provided
that if the


 



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Directing Certificateholder fails to respond to a request for consultation within 10 Business Days after receipt of
such request for consultation from the Master Servicer, the Master Servicer shall have no further obligation to consult with the
Directing Certificateholder with respect to such Master Servicer Decision, provided, however, that the failure of the Directing
Certificateholder to respond will not relieve the Master Servicer from its obligation to consult with the Directing Certificateholder
on any future matters). 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.


 


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) 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) 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


 



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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 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 ((i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder 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 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 only in respect of any Mortgage Loan other than (A) any
Excluded Loan or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior
to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (but, other than with respect to
an Excluded Loan, only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) and, with respect to any related Serviced Companion Loan, to the related


 



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Companion Holder or, to the extent the related
Serviced Companion Loan has been included in an Other Securitization, to the 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. Subsequent to the issuance of a Final Asset Status Report to the extent
that during the course of the resolution of such Specially Serviced Loan material changes in the strategy reflected in the initial
Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then current circumstances and
recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance
with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with respect to such
Specially Serviced Loan. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to
any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status Report to the Certificate Administrator. Further, the Certificate Administrator shall not request any Asset Status
Report or Final Asset Status Report from the Master Servicer. Such Asset Status Report shall set forth the following information
to the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the
transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)            a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)           a
discussion of the legal and environmental considerations reasonably known to the 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;


 






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(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 related Companion Loan, as a collective whole, 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, 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 during the
continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate
Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event)
and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, 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


 



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Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided
that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer shall follow the direction of the Directing Certificateholder
provided, such direction would not be a violation of the Servicing Standard; provided, however, that such
Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant
to Section 6.08. The 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 (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 which includes a Major Decision
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the 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 if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder).
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 if no Consultation Termination Event has occurred and
is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection with the
Special Servicer’s preparation of any Asset Status


 



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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 if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
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),
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, each of the Directing Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor,
and, after the occurrence and during the continuance of a Consultation Termination Event, 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. After the occurrence and continuance of a Consultation Termination Event (and at any time with respect to any Excluded
Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any
Asset Status Report or otherwise consult with the 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 Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)           (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
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.


 






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(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 or
30-day period, respectively, 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 (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing
Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the 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 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, 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 which is not subject to an AB Control
Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the Serviced AB Whole
Loan Controlling Holder in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires
such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of
such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 






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(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 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 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 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


 



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or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special servicer, as applicable,
hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume
any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject to Section
3.20(g)). In addition, each Sub-Servicing Agreement entered into by the 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.


 


(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


 



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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, subject to the terms of the related
Sub-Servicing Agreement, have the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the
best interests of the Certificateholders.


 


(d)           In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of 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 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


 



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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 which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, 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 Due Date occurring in the month preceding the month in which the
P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made
in respect thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld
Amounts”).


 


(b)           On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing
Certificateholder and Operating Advisor Contact with Master Servicer and 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) 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


 



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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; Certain Rights and Powers of Directing Certificateholder. (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 NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The
Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue
of its purchase of a Certificate to notify the 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 (other than the Loan-Specific Directing Certificateholder) shall execute
and deliver a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal
of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing
certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement prior
to being recognized as the new Directing Certificateholder.


 


(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 such 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 writing,
of the resignation of such 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


 



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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.


 


(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 and the Directing Certificateholder.


 


(d)           In
the event that no Directing Certificateholder 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 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 any such Directing Certificateholder 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 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 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, B-Piece Income USA LLC shall be the initial
Directing Certificateholder (but not the Loan-Specific Directing Certificateholder) and shall remain so until a successor is appointed
pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


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.


 


(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 (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling
Class or the


 



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Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests
of the Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more
other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling
Class Certificateholder; provided that the Loan-Specific Directing Certificateholder shall have no such liability) for having
so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder
for having so acted.


 


(h)           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 (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)            Until
it receives notice to the contrary, each of the Master 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 and any Serviced AB Whole Loan Controlling Holder.


 


(j)            With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)           The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the 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 E-RR Certificates and the Class
E-RR Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to
exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to
the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master
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


 



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Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class E-RR Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect
to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder.
No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially
Serviced Loan prior to the sale or transfer of the Class E-RR 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 due to a reduction of the Certificate Balance of the Class E-RR Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special
notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class
E-RR Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class
E-RR Certificateholder, who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate


 



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 Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class E-RR Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
NN that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


With
respect to any Mortgage Loan determined to be an Excluded Loan, none of the Directing Certificateholder or any Controlling Class
Certificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control
Termination Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24     Intercreditor
Agreements.   (a) Each of the Master
Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each
Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees
to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor
Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses
in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in
this Agreement, each of the Master 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. Each of the Master Servicer and the Special Servicer further acknowledges and agrees
that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the
related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)           Neither
the 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 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
or a new Controlling Class Certificateholder.


 


(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
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 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 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
deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 






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(e)           Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a
Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after
the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the 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)            Each
Serviced Pari Passu Companion Loan 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.


 


(h)           To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 






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Section
3.25     Rating
Agency Confirmation. (a) Notwithstanding
the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan
documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has
made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency
Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such
request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication
and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received
the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which
may be through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement
as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the 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 replacement master servicer or special servicer has been appointed and currently serves as a master
servicer or a special servicer, as applicable, on a transaction-level basis on a commercial mortgage-backed securities transaction
currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing
concerns with respect to such replacement master servicer or special servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the replacement
master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency or (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


 



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any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement
master servicer or special servicer prior to the time of determination, if KBRA 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 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 that is relevant to the Operating Advisor’s obligations hereunder and (ii) each Final Asset
Status Report delivered to the Operating Advisor by the Special Servicer.


 


(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 law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information.


 



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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 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 and/or REO Property 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 or Servicing Shift Mortgage Loan) and (B) comply
with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the 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



 



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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 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 Cumulative 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 Cumulative 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
will be required to notify the Special Servicer and the Directing Certificateholder 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) Cumulative 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


 



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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 Cumulative Appraisal Reduction Amount (as 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
Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary for the calculation of the Cumulative Appraisal Reduction
Amount that is in the Master Servicer’s possession or 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 Excluded Loan) and a related AB Control Appraisal Period.


 


(f)            Notwithstanding
the foregoing, and prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor’s review
of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the Special
Servicer related to any specific Specially Serviced Loan is only to provide background information to support the Operating Advisor’s
duties following a servicing transfer, if needed, or to allow more meaningful interaction with the Special Servicer.


 


(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


 



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Information, or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
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 or any Excluded Loan) other than pursuant to a Privileged Information
Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable
to the Operating Advisor.


 


Notwithstanding
anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, the Special
Servicer shall provide the Operating Advisor reasonable access, at the Special Servicer’s offices during normal business
hours, to the Special Servicer’s policies and procedures. The Operating Advisor will be permitted to review such policies
and procedures but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies.
The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the
Operating Advisor may disclose such information if (i) such information becomes generally available and known to the public other
than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable
law, as evidenced by an opinion of counsel (which shall be an Operating Advisor Expense) delivered to the Operating Advisor and
the Special Servicer and (B) the Operating Advisor may disclose any portion of the policies and procedures when it deems such
disclosure necessary to support specific conclusions concerning allegations of material deviations from the Servicing Standard
or otherwise to describe fairly and accurately the Special Servicer’s performance under this Agreement (i) in the Operating
Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the
Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will be permitted
to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary
to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor Affiliates and subcontractors
agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the
Operating Advisor. The Operating Advisor’s assessment may not take into account the fact that LNR Partners, LLC limited
the Operating Advisor’s access to the Special Servicer’s written policies and procedures pursuant to the provisions
of this Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s platform-level review
in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access
to or reliance upon the Special Servicer’s written policies and procedures shall be subject to the terms of this paragraph.
During any period when the Special Servicer is not LNR Partners, LLC, or an Affiliate of LNR Partners, LLC, the requirements and
limitations contained in this paragraph with respect to the Special Servicer shall be null and void, and the Operating Advisor
shall have adequate and timely access to the policies and procedures of any successor special servicer as the Operating Advisor
determines necessary to fulfill its duties under this Agreement.


 






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(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 4.06(b).


 


(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, each Servicing Shift Mortgage Loan
and each Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


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, 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 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
or related REO Property; provided, further, that


 



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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 aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote
to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that
the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate
Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency
(which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute
an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders
of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction
of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts
are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)           After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the 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 (only if no Consultation Termination Event has occurred and is continuing), any Companion Loan
holder and the Certificateholders.


 






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(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, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)           In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class V and Class
R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination
fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation)
and other than indemnification rights arising out of events occurring prior to such termination). In connection with any termination
pursuant to this Section 3.26(o), no successor operating advisor shall be appointed. Upon receipt of written notice of
such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its
termination pursuant to this Section 3.26(o).


 


(p)           In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 






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(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 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


(t)           The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, the Master 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 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.


 






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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.


 


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.


 






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Section
3.29    Certain Matters
Relating to the Whole Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms
of the applicable Non-Serviced PSA, the 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 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 Special Servicer, 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


 



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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 or “Master Servicer Decision” pursuant to clause (x) 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 the Master Servicer shall reasonably
cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be,
in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any
such case subject to and consistent with the related Intercreditor Agreement.


 


(i)          During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the 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 subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any
payments


 



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 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
a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage
File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and
(xii) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer on the related Servicing Shift Securitization Date.


 


(k)         Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30     [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. The Operating Advisor shall
not be required to review the actions of the


 



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 Special Servicer with respect to Trust-Related Litigation unless such review is otherwise
related to the performance of the Operating Advisor’s duties, rights and obligations in respect of a Final Asset Status
Report and/or Asset Status Report.


 


(b)          To
the extent the 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 subsection, 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 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 Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination
Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with
all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt
of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer
within such 5 Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action);
provided that, if 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 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


 



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 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 such Master Servicer’s reasonable discretion, the
cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)          Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in such Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject such Master Servicer
to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.


 


(g)         Notwithstanding
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 respect to any Mortgage Loan other than an Excluded Loan, with
the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination
Event, respectively) and (ii) otherwise reasonably direct the actions of 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 applicable Master Servicer, and such Master
Servicer agrees (both authority and agreement to be


 



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 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 subsection
shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect to any
Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section
3.32(c), respectively) 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).


 



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 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 on account of it constituting Excluded Information,
such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this
Agreement.


 


[End
of Article III]


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions.


 


(a)
Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(b) 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, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A and Class X-B 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;


 


(ii)          second,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates in reduction of the Certificate
Balances thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount
up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced
to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause
(1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates
has been reduced to zero; (3) third, to the Holders of the Class A-2


 



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 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have
been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced
to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and (3) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced
to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and (4)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates have
been reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3),
(4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-5 Certificates have been reduced to zero; and (7) seventh, to the Holders of the Class A-SB Certificates, in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2), (3), (4), (5) and (6) above have been made 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, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB 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, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced
to zero;


 


(iii)        third,
to the Holders of the Class A-1, Class A-2 Certificates, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, first
up to an amount equal to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated
to each such Class) with, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class;


 


(iv)         fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(v)          fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class A-S Certificates has been reduced to zero;


 






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(vi)         sixth,
to the Holders of the Class A-S Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(vii)        seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(viii)       eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)         ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(x)          tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xi)          eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class
C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)        twelfth,
to the Holders of the Class C Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xiii)        thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xiv)        fourteenth,
after the Certificate Balances of the Class A, Class B 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, Class B and Class C Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 






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(xv)         fifteenth,
to the Holders of the Class D Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xvi)       sixteenth,
to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xvii)      seventeenth,
after the Certificate Balances of the Class A, Class B, Class C and Class D Certificates have been reduced to zero, to the Holders
of the Class E-RR 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, Class B, Class C and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E-RR Certificates has been reduced to zero;


 


(xviii)     eighteenth,
to the Holders of the Class E-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xix)        nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xx)         twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E-RR Certificates have been reduced to zero,
to the Holders of the Class F-RR 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, Class B, Class C, Class
D and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates
has been reduced to zero;


 


(xxi)        twenty-first,
to the Holders of the Class F-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xxiii)      twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been reduced
to zero, to the Holders of the Class G-RR 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, Class
B, Class C,


 



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 Class D, Class E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class G-RR Certificates has been reduced to zero;


 


(xxiv)     twenty-fourth,
to the Holders of the Class G-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(xxv)      twenty-fifth,
to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xxvi)     twenty-sixth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have
been reduced to zero, to the Holders of the Class H-RR 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, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)    twenty-seventh,
to the Holders of the Class H-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class; and


 


(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 Section 4.01(a), Section 4.01(b), Section 4.01(d),
Section 4.01(f) and Section 4.01(i) such that at all times the


 


 



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 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 pro rata portion of the Interest Distribution Amount in respect of
(i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class LASB Uncertificated Interests, the Class
X-A Certificates, and (ii) in the case of the Class LAS, Class LB, Class LC and Class LD Uncertificated Interests, the Class X-B
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), or Section 4.01(b). 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 shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          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 or Workout 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-3, Class A-4, Class A-5, Class A-SB, Class A-S,
Class B, Class C and Class D 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,


 



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 the numerator of which is equal to the amount of principal
distributed to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal
distributed to all Principal Balance Certificates 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-3, Class A-4, Class A-5 and Class A-SB Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance
Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates as described above, and (iii) to the
Class X-B Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed as described
above.


 


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 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, or 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, or is related to, an ARD Loan), such interpolated
yield converted to a monthly equivalent yield.


 



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 If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate
Administrator or the Master Servicer shall select a comparable publication as the source of the applicable yields of U.S. Treasury
constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Holders of the Class E-RR, Class F-RR, Class G-RR,
Class H-RR, Class R or Class V Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, all Yield Maintenance Charges
and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates.


 


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 in accordance with the definition of Gain-on-Sale Entitlement
Amounts 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 the definition of “Available Funds”
and shall remit 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 Realized Losses with respect
to the Principal Balance Certificates and related shortfalls and Realized Losses allocable to the Regular Certificates. 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) shall be made in like manner, but only upon
presentation and surrender of such


 



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 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:


 


(i)          the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)         no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder by the Certificate


 



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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), Section 4.01(b) or Section 4.01(d), as applicable, to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Realized Losses 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 shall be distributed solely to the Holders
of the Class V Certificates from the Excess Interest Distribution Account. Excess Interest will not be available to pay any other
amounts except for distributions on Class V Certificates set forth in the prior sentence.


 


(k)          On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)          to
pay to the Master Servicer for deposit into the Collection Account, as applicable, 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.


 






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All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Remittance Date, 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 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;


 






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(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 for
such Distribution Date allocated to such Class of Certificates;


 


(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) in the case of the Class V Certificates, 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 R and Class V Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 






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(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 Section 4.01(a),
Section 4.01(b), Section 4.01(d) and Section 4.01(f);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 


(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;


 






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(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; and


 


(xxxiv)    the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv), (xxv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all
Certificates of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website or filing such information
pursuant to this Agreement, including, but not limited to, filing via the EDGAR system, unless the Certificate Administrator has
an explicit obligation to review or prepare such information.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during
which person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or
desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their
tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been 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.


 






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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 or Special Servicer’s
Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only
such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. 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(b), 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 subsection, 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,


 



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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 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 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 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


 



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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 such Directing Certificateholder
or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.
For the avoidance of doubt, the 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, to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection
Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I
Advances or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall
be appropriately reflected in the 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 to be made by the Master Servicer 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.


 






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If
the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


If
the 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 such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related REO
Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment
as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as
to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect
to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to
a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation
Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances
shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the 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, the Special Servicer or the Trustee, as applicable, shall provide the applicable
Other Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the 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


 



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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 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.


 



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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, an “appraisal reduction amount” 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 Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount
(or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan),
if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon
Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)          In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section
4.04     Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the Realized Loss for such Distribution Date. Any


 



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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 Class of Certificates
in respect of which any such reimbursement is made. If and to the extent that any Nonrecoverable Advances (plus interest on such
Nonrecoverable Advances) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) and previously
resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property,
then (on the Distribution Date related to the Collection Period during which the recovery occurred), such recovery will be added
to the Certificate Balance(s) 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 lesser of (A) the unallocated portion of such recovery and (B) the amount
of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and (iii) the Interest Shortfall
with respect to each affected class of Certificates not retained by the Sponsor for the next Distribution Date shall be increased
by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down for the
reimbursed class of Principal Balance Certificates had never been written down. If the Certificate Balance of any class of Principal
Balance Certificates is so increased, the amount of unreimbursed Realized Loss, as applicable, of such class of certificates will
be decreased by such amount.


 


(b)          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 first, to the Class H-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S Certificates,
and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of
the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05    Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether a
Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes
of removal of the Special Servicer or the Operating Advisor, Cumulative


 



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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
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
is reduced to zero (i.e., first, to the Class H-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S Certificates,
and finally, pro rata based on their respective interest entitlements, to the Senior Certificates (other than the
Class X-A and Class X-B Certificates).


 


As
of the first Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes 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
in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the
Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request
from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal
with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer to calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date
following receipt by the Master Servicer of the appraisal and any other information set forth in the immediately preceding clause
(i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect
to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination.
Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. None of the Master Servicer (with respect
to Mortgage Loans other than Non-Serviced Mortgage Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans),
the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


With
respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining
(i) the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii)
the Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised value of the related Mortgaged
Property shall be determined on an “as is” basis.


 


The
Special Servicer (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case
of a Non-Serviced Mortgage Loan), shall notify the Master Servicer (and the Master Servicer shall notify the Certificate Administrator)
of the amount of any Appraisal Reduction Amount (which notification from the Master Servicer to the Certificate Administrator
shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)), any
Collateral Deficiency Amount and (except in the case of the Master Servicer) any resulting Cumulative Appraisal Reduction Amount
with respect


 



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to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through
delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount and Cumulative Appraisal Reduction Amount as included
in the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting Package or
such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator (which shall be
delivered by the Master Servicer simultaneously with the CREFC® Loan Periodic Update File in accordance with Section
3.12(d)) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency
Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on
information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is
the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall
notify the Master 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 (by Certificate Balance) of Voting Rights of any Class of Control Eligible Certificates that is determined
at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”)
as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have
the right and, with respect to a Serviced Whole Loan, the Other Special Servicer or Other Master Servicer shall have the right
upon the request of similarly situated holders of certificates in the related Other Securitization, at their sole expense, to
require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request
from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan)
for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”). With respect to any such Mortgage Loan (other than with respect to a Non-Serviced
Mortgage Loan), the Special Servicer shall use commercially reasonable efforts to cause such second Appraisal to be (A) delivered
within thirty (30) days from receipt of the Requesting Holders’ written request and (B) prepared on an “as-is”
basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal
in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). With respect
to any such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable efforts to obtain such second appraisal
from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the Special Servicer.


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so


 



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warranted,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer or the Master 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, the Master Servicer or Non-Serviced Special Servicer determines that no recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the next most senior Class of Control Eligible Certificates, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the 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 Excluded Loan)
the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with
Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer
necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable
by the Master Servicer, 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 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,


 



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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
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 Cumulative Appraisal Reduction Amount. Such report 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 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 other
than with respect to any Excluded Loan, 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 or Collateral Deficiency
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.


 






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(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact
any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan
and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06    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 V Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator
shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return
to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate
Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be
applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to
be furnished, to the Holders of the Class V Certificates the Excess Interest and Excess Interest Distribution Account, in the
time or times and in the manner required by the Code.


 


(b)          The
Grantor Trust is a WHFIT that is WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to the
extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to


 



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indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 


(c)          The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate, by acceptance of its interest in such Class of securities, will be deemed to have agreed to provide
the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds
and date of sale. Absent receipt of information regarding any sale of a Class V Certificate, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and 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 Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or
the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports
prepared by the Operating Advisor or actions by the 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 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 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 may be drawn from the fact that the Master Servicer, the Special
Servicer, the Certificate Administrator or the Operating Advisor


 



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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 Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information


 



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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 will not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section
4.08    Secure Data Room.
(a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan
Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator
an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated
Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received
by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the


 



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 Certificate Administrator to (i) the Asset
Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an
Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit
RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For
the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(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.


 






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[End
of Article IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01    The Certificates.
(a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through and including
A-3, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply,
or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing
such Certificates, as evidenced by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered
Certificates (other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates (other than the Class R and Class V 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 of Certificiates does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class
V Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class V Certificates
and in integral multiples of 1% in excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02    Form and Registration.
No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration
statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is
made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor
to an Affiliate thereof or by the Initial Purchasers to the Retaining Party) is to be made in reliance upon an exemption from
the


 



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Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.


 


(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided;


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates (other than any Risk Retention Certificates during the Transfer Restriction Period)
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates,
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a


 



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nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V Certificates shall
only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be issued in the form of Definitive
Certificates at all times during the Transfer Restriction Period.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


(e)          From
and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be held as Definitive
Certificates and shall be


 



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held
in the Retained Certificate Safekeeping Account by the Certificate Administrator (and the 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 Certificate Safekeeping Account), as custodian for and for the benefit of the Holder of the related Certificate. The
Certificate Administrator shall hold such Risk Retention Certificates in safekeeping and shall release the same only upon
receipt of written instructions from the holder of the Risk Retention Certificates and the Retaining Sponsor, in
accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in
accordance with this Agreement. After its release of the Risk Retention Certificates in accordance with the provisions of
this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of the
Risk Retention Certificates. There shall be, and hereby is, established by the Certificate Administrator an account which
will be designated the “Retained Certificate Safekeeping Account” and in which the Risk Retention Certificates
shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the
Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account for each
Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related
Certificate. The Risk Retention Certificates to be delivered in physical form to the Certificate Administrator shall be
delivered as set forth herein. No amounts distributable to the holders of the Risk Retention Certificates shall be remitted
to the Retained Certificate Safekeeping Account, but shall be remitted directly to each Retaining Party in accordance with
written instructions provided separately by such Retaining Party to the Certificate Administrator on the Closing Date. Under
no circumstances by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator be obligated to
bring legal action or institute proceedings against any person on behalf of the Retaining 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 Risk Retention Certificates 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, the Retaining Sponsor and
the Third Party Purchaser substantially in the form of Exhibit TT to this Agreement evidencing its receipt of the Risk
Retention Certificates.


 


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 the Third Party Purchaser, and in accordance with the
Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificates shall be subject to Section
5.03(g) and Section 5.03(i).


 






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For
the sake of clarity, after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction
of the Holder thereof in the same manner prescribe herein for other Certificates, subject to Section 5.03(i).


 


Section
5.03    Registration of
Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate Trust
Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe,
the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates
as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In
such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register
and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a Temporary
Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting
Certificates for exchange and registration of transfer, (ii) holding the Risk Retention Certificates (during such times as required
hereunder) as a Definitive Certificate on behalf of each Holder of such Certificate 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


 



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Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the 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


 



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exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer
of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to
be debited with such decrease and (3) with respect to a 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


 



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authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in
the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk Retention
Certificate during the Transfer Restriction Period or (b) a Class R Certificate) wishes at any time to exchange its interest in
such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such
Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the
exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry
Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section
5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing
the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry
Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate
in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S
Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the
Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate
is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new
Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the
portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance
of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email
to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the


 



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Certificate Registrar shall execute any instrument as may be reasonably
required by the Depository to effect such exchange.


 


(h)         Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), and subject to the issuance and transfer of a Risk Retention Certificate 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 Risk Retention Certificates. At all times, if a Transfer of any Risk Retention Certificate is to be made, then the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification
from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3, which
such certification must be countersigned by the Retaining Sponsor 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. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section
5.02(e) and Section 5.03(a), reflect such Risk Retention Certificates in the name of the prospective Transferee. For
the avoidance of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry Certificate during the Transfer
Restriction Period. After the Transfer Restriction Period, the Risk Retention Certificates may be transferred subject to the restrictions
on transfer set forth in this Article V. Any attempted or purported transfer in violation of this Section 5.03(i)
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.


 


(j)          Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(l)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or


 



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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 Risk Retention Certificates, the Retaining Party) of any such Certificate shall
be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed
purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that
such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of
such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under
Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not
result in a non-exempt violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser
or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of
the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate
Registrar, the Master Servicer, the Special 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 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


 



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Similar Law, or would
otherwise violate the provisions of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to
the extent permitted under applicable law.


 


(o)          No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each prospective transferee of a Class
R or Class V Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not and will not become a Plan or a person acting
on behalf of or using the assets of a Plan. Each Holder of a Class R or Class V Certificate shall be deemed to represent that
it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and
shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(p)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)    
      Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change
in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any
acquisition described in the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or
by a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no
effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial
ownership of the Residual Ownership Interest as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership


 



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Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to 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.


 


(q)         The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the


 



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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.


 


(s)         Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)          Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set
forth in this Section 5.03, or (C) (except with respect to the Class R Certificates) is an institution that is not a United
States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)         Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case,
in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United States
or any other jurisdiction.


 


(iii)        Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03.


 


(iv)        Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention


 



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of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


(t)          Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”), including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”),
as a condition of its purchase of such Certificate, will be deemed to have represented that:


 


(i)          none
of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities (the
“Transaction Parties”), has provided or will provide advice with respect to the acquisition of Certificates
by the ERISA Plan, other than to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either:
(a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar
institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance
carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of
assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as investment
adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment
adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not
be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(ii)         the
Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition of Certificates by the ERISA Plan;


 


(iii)        the
Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(iv)        none
of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in the Certificates or to negotiate the
terms of the ERISA Plan’s investment in the Certificates or receives a fee or other compensation from the ERISA Plan or
Plan Fiduciary for the provision of investment advice in connection with the acquisition by the ERISA Plan of the Certificates;
and


 


(v)         the
Plan Fiduciary has been informed: (a) that none of the Transaction Parties is undertaking to provide impartial investment advice
or to give advice in a


 



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 fiduciary capacity; and (b) of the existence and nature of the Transaction Parties financial interests
in the ERISA Plan’s acquisition of the Certificates.


 


The
above representations in this paragraph are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions
are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


Section
5.04    Mutilated, Destroyed,
Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered
to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the absence of
actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05    Persons Deemed
Owners. The Master 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


 



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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 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.


 






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Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar
in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at
600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


 


Section
5.08     Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee 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


 






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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.


 


(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


 






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Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)     
    If any party
to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the Trust
that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the
Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically
provided herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End
of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01      Representations, Warranties and Covenants
of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer,
for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, 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 the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


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


 


(vii)        The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


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


 


(b)          The
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:


 






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(i)          The
Special Servicer is in the case of the Special Servicer, a limited liability company, duly organized, validly existing and in
good standing under the laws of the State of Florida;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


(iii)         The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


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


 


(vii)        The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


 






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(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion 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 Georgia 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


 






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Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating 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 Georgia, 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,


 






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regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of 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


 






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effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and,
prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02      Liability
of the Depositor, the Master 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 subsection (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


 


 






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the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if 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 the Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if
such Person is a Prohibited Party, except to the extent (i) 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


 






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servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)           The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04      Limitation
on Liability of the Depositor, the Master 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


 






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legal or administrative action
(whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred
in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.
In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate
Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless
of the form of action. Each of the Master 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 or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that


 






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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 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 Noteholders, 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 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 the Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set
forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section
3.17(c) and Section 3.18(g) or (ii) a breach by the Master Servicer or the Special Servicer, as applicable, of any
obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 



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(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 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


 






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not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)           The
Operating Advisor agrees to indemnify 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


 






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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 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 Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of a Non-Serviced Whole Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of 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 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).


 






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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 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


 






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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 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.


 


(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 Specially Serviced Loans (other than any Excluded Loan), (2) the Special Servicer
with respect to all Non-Specially Serviced Loans (other than any Excluded Loan), as to all Major Decisions and (3) the Master
Servicer to the extent the Directing Certificateholder’s consent is required by the definition of Master Servicer Decision.
Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs
of this Section 6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing
(such limitation not to be applicable to a Loan-Specific Directing Certificateholder), the Special Servicer shall only be permitted
to take any of the following actions (each, a “Major Decision”) as to which the Directing Certificateholder
has consented in writing within ten (10) Business Days after the Directing Certificateholder’s receipt of the 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;


 


(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 (ix) of the definition of “Master Servicer Decision”;


 


(iii)          following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the


 






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Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)         any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust), or in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor Agreement in
each case, for less than the applicable Purchase Price;


 


(v)          any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Mortgaged Property or an REO Property;


 


(vi)         any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the specific
terms of the related Mortgage Loan documents (ii) related to condemnations with respect to a Non-Specially Serviced Mortgage Loan
or (iii) a release of a non-material, non-income producing parcel as described under clause (ii) of the definition of “Master
Servicer Decision”;


 


(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 or incurrence of debt as described under clause (xii) of
the definition of “Master Servicer Decision” or, solely with regard to Specially Serviced Loans, as may be effected
(I) without the consent of the lender under the related loan agreements, (II) pursuant to the specific terms of such Mortgage
Loan and (III) for which there is no lender discretion;


 


(viii)       any
consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property manager
is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new property
manager;


 


(ix)         any
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes under the
related Mortgage Loan documents;


 


(x)           other
than in the case of any Non-Specially Serviced Loan, releases of any material amounts from any escrow accounts, Reserve Funds
or Letters of Credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(xi)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage


 






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Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xii)         other
than in the case of any Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine lender, subordinate debt holder or Pari
Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights (or decision not to enforce
rights) with respect thereto; provided, however, that any such modification or amendment that would adversely impact
the Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)        any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xv)        determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification,
amendment or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)       other
than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease, any modification, waiver or
amendment of any lease, the execution of a new lease or the granting of a subordination, non-disturbance and attornment agreement
in connection with any lease at a Mortgaged Property or REO Property if the lease affects an area greater than or equal to 30%
of the net rentable area of the improvements at the Mortgaged Property;


 


(xvii)      other
than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements (other
than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation to
provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


(xviii)     other
than in the case of any Non-Specially Serviced Loan, any approval of or consent to a grant of an easement or right of way that
materially affects 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 or subordination of the lien of the Mortgage Loan to such easement or right
of way; and


 


(xix)        any
determination of Acceptable Insurance Default;


 






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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 matter requiring consultation with the
Directing Certificateholder 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 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) 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 (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. In the event the Special Servicer receives no response from the
Directing Certificateholder 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 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 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 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 (regardless of
whether a Control Termination Event has occurred and is continuing), the Special Servicer


 






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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(a) 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 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 the 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 Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any
Major Decision.


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has
occurred and is continuing, the Directing Certificateholder, subject to any rights, if any, of the related Companion Holder
to advise the 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 first paragraph of
this Section 6.08(a) 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 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


 






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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 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 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.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor
the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of
the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict with those
of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related
Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that
the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever
for having so


 






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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), the Directing Certificateholder (other than any Loan-Specific 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 shall remain entitled to receive any notices, reports or information to which it is entitled
pursuant to this Agreement, and the Master Servicer, the Special Servicer and any other applicable party shall consult with the
Directing Certificateholder (other than with respect to any Excluded Loan) 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), the Directing Certificateholder (other
than any Loan-Specific Directing Certificateholder) shall have no direction, consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.


 


Section
6.09      Knowledge
of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National
Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank,
National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells
Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b),
where some or all of the obligations performed in such capacities are performed by one or more employees within the same group
or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations
in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable. 


 


[End
of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01      Servicer
Termination Events; Master 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 related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of 


 



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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 Noteholders; 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


 


(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 Noteholders; 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


 






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(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;
or


 


(viii)       either
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, 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 the Master
Servicer or the Special Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(ix)          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
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to more
than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the
Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written 


 



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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, 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 applicable 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) or Section 7.01(a)(ix), 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


 






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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. The 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. The 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 any Subordinate Companion Holder pursuant to the related Intercreditor Agreement at any time prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, 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 a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall
not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the 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) shall appoint a successor special servicer to assume the duties of the Special Servicer hereunder;
provided, however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each
Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the
applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to


 






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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, conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received
within one hundred-eighty (180) days of the posting of such notice, and if not so received, such votes shall be null and void
ab initio. Upon 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 the Special Servicer shall not apply to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal
Period or to any Servicing Shift Whole Loan.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period, to replace the 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 the Special
Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole
Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator
shall have received an opinion of counsel reasonably


 






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satisfactory to the Certificate Administrator to the effect that (x) the
designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be
bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and
exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace 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 Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines 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 may recommend the replacement of the Special Servicer by delivering
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 (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, which
requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so
received, such votes shall be null and void ab initio. Upon (i) the affirmative vote of Holders of Principal Balance Certificates
evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal 


 



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Balance Certificates
on an aggregate basis and (ii) receipt by the Certificate Administrator following satisfaction of the foregoing clause (i)
of Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade, withdrawal or qualification of the then current ratings of any class of any
related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate all of the rights and obligations of 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 counsel) associated with obtaining such Rating Agency Confirmations and
administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be
an additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes,
then the Trustee shall have no obligation to remove 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 the Special Servicer with respect to a Serviced AB Whole Loan so long as
the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement
or with respect to any Servicing Shift Whole 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.


 


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. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant
to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection
(e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)           Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a


 






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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
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use commercially
reasonable efforts to appoint the related Excluded Special Servicer; provided that if the resigning Special Servicer fails to
appoint an Excluded Special Servicer within 30 days of the Special Servicer’s notice of resignation, such resigning Special
Servicer will, at its own expense, petition any court of competent jurisdiction for the appointment of a successor Excluded Special
Servicer. The 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.


 






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The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special
Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer
Loan (provided that the Special Servicer shall remain entitled to all other special servicing compensation with
respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such
time).


 


If
a Servicing Officer of the 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 subsection (a) of the first sentence of Section 6.05 or receives a notice of termination for cause pursuant
to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified
in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to that Master Servicer or that
Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder as
provided in Section 7.01(d), as applicable, in all respects in its capacity as 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, as applicable, herein or in any related document or agreement, for any acts or omissions of the predecessor
master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations
as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which that Master Servicer would have been entitled to if 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 


 



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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) 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 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) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Pending appointment of a successor to 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


 






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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
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


 






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Depositor
shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person held
such Certificates.


 


Section
7.05     Trustee as
Maker of Advances. In the event that 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 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.


 






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(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to
the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
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 the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the
Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the


 






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Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02      Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)           The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)         Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 






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(v)          Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of 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;


 






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(x)           In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)          Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)         Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Section 2.01(h)
and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee or the Certificate
Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any
representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if
any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the
Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect
of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection 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.


 






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Section
8.05     Fees and Expenses
of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation for
the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring and
otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee
Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan
and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to
the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from
time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner
as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon
is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except for
the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection 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 enforcement of this indemnity, 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


 






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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.


 


(c)   
      The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the
Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, in the performance of such obligations or
its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.06     Eligibility Requirements
for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times
be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust
company, organized and doing business under the laws of any state or the United States of America, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus
of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee,
shall not be an Affiliate of 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 “A2” by Moody’s, “A-“ by Fitch and, if rated by KBRA, “A” by
KBRA (or in the case of the Trustee, a long-term unsecured debt rating of “A(low)” by DBRS if the Master Servicer
maintains a rating of at least “A” by KBRA (provided that nothing in this parenthetical shall impose on the
Master Servicer any obligation to maintain such rating)); provided that the Trustee will not become ineligible to serve
based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less
than “Baa2” by Moody’s and “A-“ by Fitch, (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 (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 proviso shall impose on the Master Servicer any obligation to maintain such rating; provided, further,
that if any such institution is not rated by KBRA, it maintains an equivalent (or higher) rating by any two other NRSROs (which
may include Moody’s and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating
Agency Confirmation and (iv) an entity that is not a Prohibited Party.


 






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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 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


 






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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 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.


 



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(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells
Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 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 Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
Mortgage Pass-Through Certificates, Series 2017-C39 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the 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


 






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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 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


 






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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 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


 



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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, 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


 



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(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 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;


 



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(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


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


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section
8.15     Compliance with
the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Laws”), each of the Trustee, the Certificate Administrator, the Special 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.


 



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[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 Holders
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, 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) (prior to the occurrence and continuance of a Control Termination
Event, with respect to the Controlling Class approval), (3) the reasonable out-of-pocket expenses of the Master Servicer and the
Special Servicer with respect to such termination, other than in the case of the Master Servicer or Special Servicer, as applicable,
that is a purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related
Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)
above, minus (b) solely in the case where 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 Sections 3.03(d) and 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-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding
Certificates (other than the Class V and Class R Certificates) 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.


 



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Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class V 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 R and Class V 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 by giving written notice to all the parties hereto no later than sixty (60) days prior
to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other
than the Class R and Class V 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 remit for deposit in the Collection Account of the Master Servicer
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(b), 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 REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO Property
shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made and following
the surrender of all its Certificates (other than the Class V and Class R Certificates) 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.


 



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The
Holders 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 (excluding the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage
Loan Numbers 2, 8 and 18) 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 Holders 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
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit
in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which
the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the
Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from 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 Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be,
as shall be necessary to effectuate transfer of the Mortgage Loans as assets of the Trust and REO Properties remaining in the
Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, 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


 



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Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date,
the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Certificates so presented, (ii) to the Holders of the Class V Certificates
so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall
be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution
Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance
with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(e) and Section 4.01(f).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders
not presenting and surrendering their Certificates in the 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;


 



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(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 issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the
Regular Certificates shall be designated as the “regular interests” and the Class UR Interest shall be designated
as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of
the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests”
and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None
of the Special 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 Trust REMIC and shall represent each such Trust 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 unless such legal expenses and
costs are incurred by reason of the Certificate


 



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Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated as the “tax matters person”, in
the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, and as the
“partnership representative” (within the meaning of Section 6223 of the Code, to the extent such provision is applicable
to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest in the Class
R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties of
the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to
be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master 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


 



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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 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) or Section
4.01(b), as applicable, to the extent they are


 



    -403- 


     


    




 


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.


 


(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 


 



    -404- 


     


    




 


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 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.


 



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(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]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01 Intent of the Parties; Reasonableness.
The parties hereto acknowledge and agree that the purpose of Article XI of this Agreement is to facilitate compliance by
the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions
of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its rights to request
delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations
of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change
over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the
Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good
faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered”). In connection with the Wells Fargo Commercial
Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, and any Other Securitization subject
to Regulation


 






    -406- 


     


    

 


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 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.


 



    -407- 


     


    




 


(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 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


 



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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.


 


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 10-D, ABS-EE, 10-K and
8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via
the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed by the
Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)         In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either not delivered
to it


 



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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 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form
10-K or Form 8-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE
Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act),
the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form
and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related
Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to
be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be
reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the
Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any


 



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Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit
BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and 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 MM hereto for inclusion therein within the time period described in this Section
11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer
within the time period specified in this Section 11.04) and the Collection 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 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


 



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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 KK (A) the amount of any such
Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service
coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C)
the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information required
to be included pursuant to Section 5.06.


 


(b)         After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set


 



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forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of
or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any
party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate 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. 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, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible Format and Excel format)
concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to ssreports@wellsfargo.com
(or such other email address as is provided by the Master Servicer in writing to the Depositor and the Certificate Administrator).
The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may pose to the Master
Servicer regarding any CREFC® Schedule AL File (other than questions regarding data that is in the Initial Schedule
AL File) or Schedule AL Additional File. The Certificate Administrator, the Master Servicer, and the Depositor shall each, to
the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any
CREFC® Schedule AL File or any Schedule AL Additional File promptly.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to
the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor
shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form


 



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ABS-EE,
upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE
cannot be filed on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall, pursuant to Section 3.13(b), make available on the Certificate Administrator’s website a final executed
copy of each Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152,
Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St.,
Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is
contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section
11.04(c). The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate
Administrator’s inability or failure to receive on a timely basis any information from any other party hereto needed to
prepare, arrange for execution or file such Form ABS-EE, not resulting from its own negligence, bad faith or willful
misconduct.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)         Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05   Form 10-K Filings. (a)
Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust
ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in March 2018, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the 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;


 



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(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 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 CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
absent such reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered
(i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii)
by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2018, (i) the parties


 



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listed
on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor, to the extent a
Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format
or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC
hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect
to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor
for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after
receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of
securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor,
J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department,
D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the
performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,


 



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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 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 Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as
an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing
Function Participant (other than an Initial Sub-Servicer) with which the 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


 



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such
Servicing Function Participant. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is
deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer
is provided with timely and complete contact information for the parties to such Other Securitization, each Reporting Servicer,
upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification
with respect to such Other Securitization either the Performance Certification or a separate certification in form and substance
similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification,
but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer
(if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form
and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve
as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate
(which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual
report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated
or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement,
as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant to this
Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary
servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or
in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate
Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting
Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third
parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer 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.


 



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Section
11.07  Form 8-K Filings. Within
four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable
Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure Information described
below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act
and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form
8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth


 



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in Section
11.03(b). Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet
website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can
be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention:
A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte,
North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither the
Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from
the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.


 


The
Master 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 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.


 






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Section
11.08 Form 15 Filing. On or
prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability
under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification
relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension
Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect
to any reporting period occurring after the filing of such form, subject to Section 11.15(h), the obligations of the parties
to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or
certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The
Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form
has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate
Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing
and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and
Section 11.07, and all parties’ obligations under this Article XI shall recommence.


 


Section
11.09 Annual Compliance Statements.
The Master 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 HH (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing


 






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relationship
with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of
the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly
after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if
applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional
Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the
fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this
Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable
period, whether or not such Certifying Servicer or Additional Servicer is acting as 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


 






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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,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect
to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form
of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with the requirements
of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a
statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B)
a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the
period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including,
if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report
from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
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


 






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combined
assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing Criteria
as set forth on Exhibit AA hereto.


 


(b)       The
Master 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 AA 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.


 


(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 GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master 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.


 






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(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 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 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


 






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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 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


 






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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 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


 






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representatives
to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its
staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
(or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any
requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses
of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than those
costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above) and any
amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected
Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the
Master 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 Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith
or willful misconduct in connection therewith. The 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


 






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Counsel,
Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement;
provided that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10
and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect
to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this Article XI affecting a
Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14 Regulation AB Notices.
Any notice, report or certificate required to be delivered by any of the Master 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 (b) negotiate in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related
depositor and underwriters involved in the offering of the related commercial mortgage pass through certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made


 






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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 deliver such securities law opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect
to such information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer, 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 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


 






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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 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 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 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


 






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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, (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 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 or certificate administrator under such Regulation
AB Companion Loan Securitization (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an
authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the
foregoing, to the extent the Trustee, the Certificate Administrator, the 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).


 






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(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.


 


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 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 Pari Passu 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 is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans
and Serviced REO Properties), beginning with the first calendar quarter in which such notice from the Other Depositor was received,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year in which such notice from the Other Depositor was received, as applicable, the Master Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing
Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if
such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as
applicable, the financial statements of such “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the 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


 






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related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the
related Mortgagor in such financial statements (or as reported by the related Mortgagor to the Special Servicer and provided by
the Special Servicer to the Master Servicer solely in the case of any related Specially Serviced Loan or as reported by the Special
Servicer with respect to Serviced REO Property and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such
financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify
the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The 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 Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate
evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such
Other Securitization; provided, however, the 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.


 






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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 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 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


 






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circumstances
identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via
email) in the form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct
a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii)
a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the other Certificateholders (the
“Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request
access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached
hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly
(and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure
Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of
the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent
Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger
is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence
of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred
within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of
any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review
Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the
Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the 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 extent
in their possession to the Asset Representations Reviewer


 






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(collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy
of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review
Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       copies
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       a
copy of any other related documents that were entered into or delivered in connection with the origination of the related 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. 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 shall be required under the related


 






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Mortgage
Loan Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but
in any event excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a
Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the
“Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with
the procedures set forth on Exhibit QQ (each such procedure, a “Test”). Once an Asset Review of a
Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan
notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when
a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such
new Asset Review Trigger.


 


(v)        No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)      The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer
or Special


 






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Servicer,
as applicable, or from the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations
Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in
Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such preliminary report setting
forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete
a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents will be deemed to be a
failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect
to Non-Specially Serviced Loans) or 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 and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller (or, in the case of Basis Real Estate Capital II, LLC, Basis Investment Group LLC in respect of
its payment guarantee), which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to Section 12.01(b)(x)
of this Agreement.


 






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(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 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
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(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.


 






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The
Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.


 


Section
12.02 Payment of Asset Representations
Reviewer Fees and Expenses; Limitation of Liability.


 


(a)       The
Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00020% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to, in the case of a Delinquent Loan, (i) $15,000, plus (ii) $1,500 per additional Mortgaged Property
in excess of one Mortgaged Property with respect to such Delinquent Loan, plus (iii) $1,500 per Mortgaged Property subject to
a ground lease with respect to such Delinquent Loan, plus (iv) $1,500 per Mortgaged Property with respect to such Delinquent Loan
subject to a franchise, hotel management or hotel license agreement, subject, in the case of each of clauses (i) through (iv),
to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence
of the Asset Review. 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


 






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Reviewer,
such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies against
such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03 Resignation of the Asset Representations
Reviewer. The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving
written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor
shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. If no successor
asset representations reviewer shall have been so appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment
of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer
will bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04 Restrictions of the Asset Representations
Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any investment in any Class
of Certificates; provided, however, that such prohibition shall not apply to (i) riskless principal transactions
effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations
Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel
involved in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust
and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its
investment activities.


 


Section
12.05 Termination of the Asset Representations
Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any


 






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of
its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Asset Representations
Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates evidencing greater
than 25% of the Voting Rights, provided that any such failure that is not curable within such thirty (30) day period, the Asset
Representations Reviewer shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate Administrator
with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)        any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(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


 






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written
notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination
Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination Event shall
not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing at
least 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts), shall, terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and
of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination
Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but
not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination
Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing not at least 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 the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of


 






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termination.
As soon as practicable, but in no event later than 30 days after (1) the Asset Representations Reviewer resigns pursuant to Section
12.03 of this Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer,
the Trustee shall appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee
shall provide written notice of the appointment of an Asset Representations Reviewer to the Master 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, 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:


 



    -445- 


     


    




 


 


 






 


(i)          to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)         to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection 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, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) 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 or any
holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the


 






    -446- 


     


    

 


same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder 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, 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, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of
any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 






    -447- 


     


    

 


(xi)         to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or (B) may
materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)         This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may


 






    -448- 


     


    

 


be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion
Holder(s) for each Serviced AB Whole Loan.


 


(c)         Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or 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, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provision specifically required to be included in this Agreement by any Designated Intercreditor Agreement, without in each
case the consent of the holder of the related Companion Loan(s).


 


(d)         No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, the Master Servicer, the Special Servicer, 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 required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 






    -449- 


     


    

 


(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.


 


(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.


 






    -450- 


     


    

 


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.


 


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


 






    -451- 


     


    

 


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 when delivered to (or, in the case of facsimile or electronic notices, when received by):


 


In
the case of the Depositor:


 


Wells
Fargo Commercial Mortgage Securities, Inc.





c/o
Wells Fargo Securities, LLC





375
Park Avenue, 2nd Floor, J0127-023





New
York, New York 10152





Attention:
A.J. Sfarra





CRRCompliance@wellsfargo.com


 


with
a copy to:


 


Jeff
D. Blake, Esq.





Wells
Fargo Law Department, D1053-300





301
South College St.


 






    -452- 


     


    

 


Charlotte,
North Carolina 28288


 


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:
WFCM 2017-C39 Asset Manager





Email:
commercial.servicing@wellsfargo.com


 


and
a copy to:


 


Mayer
Brown LLP





214
North Tryon Street, Suite 3800





Charlotte,
North Carolina 28202





Attention:
Christopher J. Brady, Esq.


 


In
the case of the Special Servicer:


 


LNR
Partners, LLC





1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: tnealon@lnrproperty.com, asossen@starwood.com, jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


or
with respect solely to e-mail pursuant to Section 3.13(c) and Section 13.10 to inquiries@lnrproperty.com


 


In
the case of the Directing Certificateholder:


 


B-Piece
Income USA LLC

[40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mark Sweeney

Facsimile number: 646 560-1759

Email: msweeney@argenticmgmt.com]


 


In
the case of the Trustee:


 


Wilmington
Trust, National Association





1100
North Market Street





Wilmington,
Delaware 19890


 






    -453- 


     


    

 





Attention:
CMBS Trustee WFCM 2017-C39


 


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 – WFCM 2017-C39


 


with
a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com





trustadministrationgroup@wellsfargo.com


 


In
the case of the Custodian:


 


Wells
Fargo Bank, National Association





1055
10th Avenue SE





Minneapolis,
Minnesota 55414





Attention:
Document Custody Group – WFCM 2017-C39


 


with
a copy to cmbscustody@wellsfargo.com


 


in
the case of a surrender, transfer or exchange:


 


Wells
Fargo Bank, National Association





600
South 4th Street





7th
Floor, MAC 9300-070





Minneapolis,
Minnesota 55479





Attention:
Certificate Transfer Services – WFCM 2017-C39


 


In
the case of the Mortgage Loan Sellers:


 


1.            Wells
Fargo Bank, National Association





301
South College St.





Charlotte,
North Carolina 28288





Attention:
Wells Fargo Commercial Mortgage Trust 2017-C39,





Commercial
Mortgage Pass-Through Certificates, Series 2017-C39


 


with
a copy to:


 


Jeff
D. Blake, Esq., Senior Counsel





Wells
Fargo Law Department, D1053-300


 






    -454- 


     


    

 





301
South College St.





Charlotte,
North Carolina, 28288


 


and
a copy to:


 


Ross
Stewart





Wells
Fargo Bank, National Association





333
Market Street, 17th Floor





San
Francisco, CA 94105





Telephone
number: (415) 801-8505





Email:
ross.l.stewart@wellsfargo.com


 


2.            Argentic
Real Estate Finance LLC





40
West 57th Street, 29th Floor





New
York, New York 10019





Attention:
Michael Schulte





Facsimile
No.: (646) 560-1745


 


3.            Barclays
Bank PLC





745
Seventh Avenue





New
York, New York 10019





Attention:
Daniel Vinson, Managing Director

Email: Daniel.vinson@barclays.com


 


with
a copy to:


 


Barclays
Bank PLC





745
Seventh Avenue





New
York, New York





Facsimile
No.: (212) 412-7519





Attention:
Steven P. Glynn, Legal Department





Email:
steven.glynn@barclays.com


 


4.            Natixis
Real Estate Capital LLC





1251
Avenue of the Americas





New
York, New York 10020





Attention:
Real Estate Administration





fax
number: (212) 891 5777





Email:
USCIBGlobalFinanceAssetManagementTeam@us.natixis.com


 


for
all legal notices to:


 


Natixis
North America LLC





1251
Avenue of the Americas





New
York, New York 10020





Attention:
Office of the General Counsel





Email:
legal.notices@us.natixis.com


 






    -455- 


     


    

 


5.
           Basis Real Estate Capital II, LLC





75
Broad Street, Suite 1602





New
York, New York 10004





Attention:
Tammy K. Jones


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP





One
World Financial Center





New
York, New York 10281





Attention:
Y. Jeffrey Rotblat


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:


 


Trimont
Real Estate Advisors, LLC





One
Alliance Center





3500
Lenox Road, Suite G1





Atlanta,
Georgia 30326,





Attention:
Operating Advisor





Facsimile
No.: (404) 420-5610





Email:
operatingadvisor@trimontrea.com;


 


with
a copy to:


 


Carlton
Fields Jorden Burt





One
Atlanta Center





1201
W. Peachtree Street NW, Suite 3000





Atlanta,
Georgia 30309





Attention:
W. Gregory Null 


Email:
gnull@cfjblaw.com


 


In
the case of any mezzanine lender:


 


The
address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Loan Holder:


 


The
address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)       Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or


 






    -456- 


     


    

 


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


 


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


 


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


 






    -457- 


     


    

 


security
interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or existing or hereafter
acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all
appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with
respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC Financing
Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing
of such continuation statements. This Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee
pursuant to any of the requirements of the applicable UCC.


 


Section
13.08         Successors
and Assigns; Third Party Beneficiaries.   (a)   The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.
Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents), each Underwriter, each
depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights
under Article XI of this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)         Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)         Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)         Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09          Article
and Section Headings.   The article and section headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.


 


Section
13.10          Notices to the Rating Agencies.  
(a)  The Certificate Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for


 






    -458- 


     


    

 


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;


 


(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.


 






    -459- 


     


    

 


(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.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -460- 


     


    

 






 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written. 





	 	 	 
	 	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,
	 	 	Depositor
	 	 	 
	 	By:	/s/ Anthony Sfarra
	 	 	Name: Anthony Sfarra
	 	 	Title: President & CEO
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	Master Servicer
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title: Director
	 	 	 
	 	LNR PARTNERS, LLC,
	 	 	Special Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title: 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



 


WFCM 2017-C39 – Pooling and Servicing Agreement 


 






     


     


    

 


	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President


 





	 	TRIMONT REAL ESTATE ADVISORS, LLC,
	 	 	Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	/s/ Brian P. Ward
	 	 	Name: Brian P. Ward
	 	 	Title: Authorized Signatory



 


WFCM 2017-C39 – Pooling and Servicing Agreement 


 






     


     


    

  





	STATE OF NY	)
	 	)        ss.:
	COUNTY OF NY	)






 


On
the 23rd day of August, 2017, before me, a notary public in and for said State, personally appeared Anthony Sfarra known to
me to be a President &  CEO of Wells Fargo Commercial Mortgage Securities, Inc., a corporation, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Lillian Calcatererra
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	 Lillian Calcatererra
	 	 	 NOTARY PUBLIC, State of New York
	My commission expires:	 	 No. 01CA4971671
	9/10/2018 	 	Qualified in Kings County
	 	 	Cert. Filed in New York County
		 	Commission Expires Sept. 10, 2018



 


 


      


WFCM 2017-C39 – Pooling and Servicing Agreement 


 




     


     


    












 





	STATE OF  NORTH CAROLINA	)
	 	)        ss.:
	COUNTY OF MECKLENBURG	)


 


On
the 18th day of August, 2017, before me, a notary public in and for said State, personally appeared Nachette Hadden known to
me to be a Director of Wells Fargo Bank, National Association, a national banking association, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Janet Garner
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	 Janet Garner
	 	 	 NOTARY PUBLIC
	My commission expires:	 	 Gaston County, NC
	 3-27-2020	 	 


 


WFCM 2017-C39 – Pooling and Servicing Agreement 


 






     


     


    




 





	STATE OF New York	)
	 	)        ss.:
	COUNTY OF Nassau	)


 


On
the 14th day of August, 2017, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known to
me to be a Vice President of LNR Partners, LLC, a limited liability company, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such
limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Desmond Mcweeney
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	 Desmond
    Mcweeney
	 	 	 NOTARY  PUBLIC-STATE OF
    NEW YORK
	My commission expires:	 	 No. 01MC6330849
	 9/28/2019	 	 Qualified in Nassau County
	 	 	My Commission Expires September 28, 2019


 


WFCM 2017-C39 – Pooling and Servicing Agreement 


 






     


     


    







 





	STATE OF Maryland	)
	 	)        ss.:
	COUNTY OF Howard 	)


  


On
the 14th day of August, 2017, before me, a notary public in and for said State, personally appeared Stacey Gross known to me
to be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the
within instrument, and also known to me to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Kathleen A. Dean
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	 KATHLEEN A. DEAN
	 	 	 Notary Public-Maryland
	My commission expires:	 	 Howard County
	 2-6-2021	 	 My Commission Expires 
	 	 	February 06, 2021


 


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	STATE OF DELAWARE	)
	 	)        ss.:
	COUNTY OF NEW CASTLE	)


  


On
the 11th day of August, 2017, before me, a notary public in and for said State, personally appeared Beverly  D. Capers
known to me to be a Assistant Vice President of Wilmington Trust, National Association, a national banking association, that
executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking
association, and acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Christina Bader
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	 CHRISTINA BADER
	 	 	 NOTARY PUBLIC
	My commission expires:	 	 STATE OF DELAWARE
	 3-22-2020	 	 MY COMMISSION EXPIRES
	 	 	MARCH 22, 2020


 


WFCM 2017-C39 – Pooling and Servicing Agreement 


 









     


     


    

 





	STATE OF 	)
	 	)        ss.:
	COUNTY OF	)








 


On
the 14th day of August, 2017, before me, a notary public in and for said State, personally appeared Brian P. Ward known to me
to be a Authorized Signatory of Trimont Real Estate Advisors, LLC, a limited liability company, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such limited liability company, and
acknowledged to me that such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Palamechia Bloodsaw
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	PALAMECHIA BLOODSAW 
	 	 	 Notary Public, Georgia
	My commission expires:	 	 FULTON COUNTY
	 12-2-2018	 	 My Commission Expires
	 	 	DECEMBER 02, 2018


 


WFCM 2017-C39 – Pooling and Servicing Agreement 


 






     


     


    

  


 








 


EXHIBIT A-1



FORM OF CERTIFICATE (OTHER THAN CLASS R AND CLASS V CERTIFICATES)


 


CLASS [__]


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C39, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, A-S, X-A, X-B, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A 


 





 









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 TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, A-S, X-A, X-B, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]





 





 






3      Book-Entry
Certificate legend.


 






     A-1-2


     


    

 







[FOR CLASS F-RR, CLASS G-RR AND CLASS
H-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR
BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR CLASS E-RR, CLASS F-RR, CLASS
G-RR AND CLASS H-RR CERTIFICATES: THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, HEDGING AND PLEDGING PURSUANT
TO THE RISK RETENTION RULES. 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 THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER
IS IN ACCORDANCE WITH SECTION 5.03(i) OF THE POOLING AND SERVICING AGREEMENT.]


 


[FOR REGULAR CERTIFICATES: THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL


 






     A-1-3


     


    

 


DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-B] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4 AND CLASS A-5 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S,
CLASS B, CLASS C AND 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 CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B] 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-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




     A-1-4


     


    
 

	
        PASS-THROUGH
        RATE: [FOR FIXED CLASSES: [____]% per annum] [FOR WAC, WAC CAP AND CLASS X CERTIFICATES: 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 AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 22, 2017

         

        FIRST DISTRIBUTION
        DATE: 

        SEPTEMBER 15, 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: 

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        TRIMONT REAL ESTATE ADVISORS, LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        CUSIP NO.:
        [           ]

         

        ISIN NO.:
        [            ]

         

        COMMON CODE
        NO.: [            ]

         

        CERTIFICATE
        NO.: [_] - ______

          



 


     A-1-5


     


    

 


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


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 





THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 1,
2017 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES:
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively,


 






     A-1-6


     


    

 


 


in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).] Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-3, A-SB, A-4, A-5, A-S, B, C, D, E-RR, F-RR, G-RR AND H-RR): principal and] interest then distributable, if any, allocable to
the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B, C, D, X-A AND X-B CERTIFICATES: Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.]
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount]
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B, C, D, E-RR, F-RR, G-RR AND H-RR): 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 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


 






     A-1-7


     


    

 


for
purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with
respect to the servicing of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR CLASS A-1,
A-2, A-3, A-SB,


 






     A-1-8


     


    

 


A-4,
A-5, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-RR AND H-RR CERTIFICATES: 100,000 initial Certificate
Balance][FOR CLASS X-A AND X-B CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial [Certificate Balance][Notional
Amount] 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, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust


 






     A-1-9


     


    

 


REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or 5.03(p) 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
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder 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


 






     A-1-10


     


    

 


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, 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, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)       to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 






     A-1-11


     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate


 






     A-1-12


     


    

 


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 the Pooling and Servicing Agreement may be made that changes any provision specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The Holders 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 as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class V 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 R and Class V 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’s,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the


 






     A-1-13


     


    

 


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-1-14


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





 


	 	


WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement



	 	 
		By:	 
	 	 	AUTHORIZED SIGNATORY



  


Dated: August 22, 2017


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 








	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
    Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 







     A-1-15


     


    

 








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 __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	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-1-16


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to ________________________________________ for the account
of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




     A-1-17


     


    




 


EXHIBIT
A-2



FORM OF CLASS R CERTIFICATE


 


CLASS
R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C39, CLASS R


 


[THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY
STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.]


 


[THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE


 






    	 	A-2-1	 



     


    




 


INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH


 






    	 	A-2-2	 



     


    

 


DISQUALIFIED
ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE
IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME
DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT
TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED
ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC
RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.]


 






    	 	A-2-3	 



     


    




 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 22, 2017

         

        FIRST
        DISTRIBUTION DATE: 

        SEPTEMBER 15, 2017

         
	 	MASTER
                                         SERVICER: 

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        TRIMONT REAL ESTATE ADVISORS, LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        CUSIP
        NO.: [             ]

         

        ISIN
        NO.: [              ]

         

        CERTIFICATE
        NO.: R-____

         



  



    	 	A-2-4	 



     


    

 





CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the 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 percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 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-2-5	 



     


    

 


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 301.6237(a)(7)-1 and the “partnership representative” within
the meaning of Section 6223 of the Code (to the extent such provision is applicable to such Trust REMIC) for each Trust REMIC,
and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such
Person that is the “tax matters person” and/or “partnership representative” for each Trust REMIC.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection 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 Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their


 






    	 	A-2-6	 



     


    

 


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(i) of the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such
funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee
Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an


 






    	 	A-2-7	 



     


    

 


ERISA
Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such
proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate
shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless
it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know
that the proposed Transferee’s statements in such Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master 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


 






    	 	A-2-8	 



     


    

 


(b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) 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
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such


 






    	 	A-2-9	 



     


    

 


amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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, 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, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)        to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


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


 






    	 	A-2-10	 



     


    

 


rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to
be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 






    	 	A-2-11	 



     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
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 any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


 


The
Holders 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 as set forth in the Pooling and
Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class V 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 R and Class V 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


 






    	 	A-2-12	 



     


    

 


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.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	 	A-2-13	 



     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	
	 	By:	 
	 	 	AUTHORIZED SIGNATORY




  


Dated: August
22, 2017


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY







  









    	 	A-2-14	 



     


    

  








ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  





 


 






    	 	A-2-15	 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________
for the account of __________________________ account number ____________________________ or, if mailed by check, to _____________________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    	 	A-2-16	 



     


    




EXHIBIT
A-3



FORM OF CLASS V CERTIFICATE


 


CLASS
V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-C39, CLASS V


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE 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.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 






    	 	A-3-1	 



     


    

 


INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 






    	 	A-3-2	 



     


    




 





	PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]	 	MASTER SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	DATE OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017	 	SPECIAL SERVICER: LNR PARTNERS, LLC
	 	 	 
	CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT(AS DEFINED HEREIN)	 	TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	CLOSING DATE: AUGUST 22, 2017	 	CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	FIRST DISTRIBUTION DATE: SEPTEMBER 15, 2017	 	OPERATING ADVISOR: TRIMONT REAL ESTATE ADVISORS, LLC
	 	 	 
	 	 	ASSET REPRESENTATIONS REVIEWER: TRIMONT REAL ESTATE ADVISORS, LLC
	 	 	 
	 	 	CUSIP NO.: [      ]
	 	 	 
	 	 	ISIN NO.: [      ]
	 	 	 
	 	 	COMMON CODE NO.: [      ]
	 	 	 
	 	 	CERTIFICATE NO.: V- ______




 






    	 	A-3-3	 



     


    




 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection 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


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class V Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the 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 percentage interest specified on the face hereof. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution Account. 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


 






    	 	A-3-4	 



     


    

 


sentence for purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection 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 Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such


 






    	 	A-3-5	 



     


    

 


Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master 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-3-6	 



     


    

 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) 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
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 






    	 	A-3-7	 



     


    

 


(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 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, 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, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)           to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 






    	 	A-3-8	 



     


    

 


(xi)          to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the


 






    	 	A-3-9	 



     


    

 


downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. 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 any Designated Intercreditor Agreement, without in each case the consent of the holder of the related
Companion Loan(s).


 


The Holders 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 as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class V 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 R and Class V 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.


 






    	 	A-3-10	 



     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-3-11	 



     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY







  


Dated: August 22, 2017


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY







 




    	 	A-3-12	 



     


    

 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 





 




    	 	A-3-13	 



     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee
should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________ for the account of __________________________________
account number ___________________ or, if mailed by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This information is provided by assignee named
above, or ______________________________, as its agent.


 




    	 	A-3-14	 



     


    

 




 





EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 




    	B-1



     


    

 







	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    

    Property Type	Number
    

    of Units	Unit
    of 

    Measure	Original
    Principal 

    Balance ($)	Cut-off
    Date 

    Principal Balance ($)	Loan
    Amortization Type	Monthly
    P&I 

    Payment ($)	Interest
    

    Accrual Basis	Mortgage
    Rate	Administrative

     Fee Rate	Net
    Mortgage 

    Rate
	1	Barclays	225 & 233 Park Avenue
    South	225 & 233 Park
    Avenue South	New York	NY	10003	New York	Office	675,756	Sq. Ft.	70,000,000.00	70,000,000.00	Interest-only, Balloon	215,956.64	Actual/360	3.6514000%	0.0128500%	3.6385500%
	2	WFB	211 Mount Airy Road	211 Mount Airy Road	Basking Ridge	NJ	07920	Somerset	Office	306,194	Sq. Ft.	65,000,000.00	65,000,000.00	Interest-only, ARD	223,520.25	Actual/360	4.0700000%	0.0128500%	4.0571500%
	3	WFB	Lakeside Shopping Center	3301 Veterans Memorial
    Boulevard	Metairie	LA	70002	Jefferson	Retail	1,211,349	Sq. Ft.	58,000,000.00	58,000,000.00	Interest-only, Balloon	184,747.45	Actual/360	3.7700000%	0.0117000%	3.7583000%
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	Various	Uniondale	NY	11553	Nassau	Office	1,750,761	Sq. Ft.	50,000,000.00	50,000,000.00	Interest-only, Balloon	187,991.90	Actual/360	4.4500000%	0.0167000%	4.4333000%
	4.01	Barclays	RXR
    Plaza	625
    RXR Plaza	Uniondale	NY	11553	Nassau	Office	1,085,298	Sq.
    Ft.	29,767,618.09	 	 	 	 	 	 	 
	4.02	Barclays	Omni 	333
    Earle Ovington Boulevard	Uniondale	NY	11553	Nassau	Office	665,463	Sq.
    Ft.	20,232,381.91	 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	3129-3131 John F.
    Kennedy Boulevard	North Bergen	NJ	7047	Hudson	Retail	345,703	Sq. Ft.	50,000,000.00	50,000,000.00	Interest-only, Balloon	202,862.27	Actual/360	4.8020000%	0.0128500%	4.7891500%
	6	Natixis	245 Park Avenue	245 Park Avenue	New York	NY	10167	New York	Office	1,723,993	Sq. Ft.	45,000,000.00	45,000,000.00	Interest-only, Balloon	139,513.65	Actual/360	3.6694000%	0.0104500%	3.6589500%
	7	Natixis	Two Independence Square	300 East Street Southwest	Washington	DC	20024	District of Columbia	Office	605,897	Sq. Ft.	45,000,000.00	45,000,000.00	Interest-only, Balloon	122,807.29	Actual/360	3.2300000%	0.0104500%	3.2195500%
	8	AREF	Yeshiva University Portfolio	Various	New York	NY	Various	New York	Office	696,371	Sq. Ft.	45,000,000.00	45,000,000.00	Interest-only, Amortizing
    ARD	223,326.77	Actual/360	4.3240000%	0.0117000%	4.3123000%
	8.01	AREF	2495
    Amsterdam Avenue	2495
    Amsterdam Avenue	New
    York 	NY	10033	New
    York	Office	295,694	Sq.
    Ft.	17,110,894.00	 	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	215
    Lexington Avenue	New
    York 	NY	10016	New
    York	Office	111,270	Sq.
    Ft.	9,452,935.00	 	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	2520
    Amsterdam Avenue	New
    York 	NY	10033	New
    York	Office	163,321	Sq.
    Ft.	9,093,468.00	 	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	245
    Lexington Avenue	New
    York	NY	10016	New
    York	Office	87,927	Sq.
    Ft.	6,919,951.00	 	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	253
    Lexington Avenue	New
    York 	NY	10016	New
    York	Office	38,159	Sq.
    Ft.	2,422,752.00	 	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	900, 910, 920, 930,
    940, 950, 960, 970 Milwaukee Avenue; 225 Aptakisic Road	Lincolnshire	IL	60069	Lake	Mixed Use	133,024	Sq. Ft.	43,500,000.00	43,500,000.00	Interest-only, Amortizing
    Balloon	219,375.45	Actual/360	4.4600000%	0.0128500%	4.4471500%
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	Various	Various	Various	Various	Various	Hospitality	6,366	Rooms	40,000,000.00	40,000,000.00	Interest-only, Balloon	151,610.19	Actual/360	4.4860000%	0.0117000%	4.4743000%
	10.01	Barclays	Larkspur
    Landing Sunnyvale	748
    North Mathilda Avenue	Sunnyvale	CA	94085	Santa
    Clara	Hospitality	126	Rooms	2,360,632.84	 	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	40
    Ranch Drive	Milpitas	CA	95035	Santa
    Clara	Hospitality	124	Rooms	1,989,093.70	 	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	550
    West Hamilton Avenue	Campbell	CA	95008	Santa
    Clara	Hospitality	117	Rooms	1,748,952.55	 	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	690
    Gateway Boulevard	South
    San Francisco	CA	94080	San
    Mateo	Hospitality	111	Rooms	1,440,846.95	 	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	5535
    Johnson Drive	Pleasanton	CA	94588	Alameda	Hospitality	124	Rooms	1,409,130.14	 	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	15805
    Southeast 37th Street	Bellevue	WA	98006	King	Hospitality	126	Rooms	1,255,077.38	 	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	555
    Howe Avenue	Sacramento	CA	95825	Sacramento	Hospitality	124	Rooms	937,909.82	 	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	2300
    Green Road	Ann
    Arbor	MI	48105	Washtenaw	Hospitality	129	Rooms	915,254.97	 	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	3133
    Northeast Shute Road	Hillsboro	OR	97124	Washington	Hospitality	124	Rooms	915,254.97	 	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	1701
    East Valley Road	Renton	WA	98057	King	Hospitality	127	Rooms	906,193.01	 	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	1311
    Wet ‘n Wild Way	Arlington	TX	76011	Tarrant	Hospitality	147	Rooms	869,945.29	 	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	1370
    Arrowhead Drive	Maumee	OH	43537	Lucas	Hospitality	108	Rooms	860,883.40	 	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	1648
    Richmond Road	Williamsburg	VA	23185	Willamsburg	Hospitality	108	Rooms	824,635.68	 	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	2501
    Marketplace Drive	Waco	TX	76711	McLennan	Hospitality	123	Rooms	761,202.14	 	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	447
    Farmington Avenue	Louisville	KY	40209	Jefferson	Hospitality	106	Rooms	747,609.26	 	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	7424
    South Broadway Avenue	Tyler	TX	75703	Smith	Hospitality	121	Rooms	734,016.39	 	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	50
    Raritan Center Parkway	Edison	NJ	8837	Middlesex	Hospitality	132	Rooms	734,016.39	 	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	420
    Inwood Avenue North	Oakdale	MN	55128	Washington	Hospitality	116	Rooms	724,954.42	 	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	3451
    Rivertown Point Court Southwest	Grandville	MI	49418	Kent	Hospitality	90	Rooms	715,892.53	 	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	8435
    West Paradise Lane	Peoria	AZ	85382	Maricopa	Hospitality	90	Rooms	711,361.55	 	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	320
    South Towanda Avenue	Normal	IL	61761	McLean	Hospitality	128	Rooms	706,830.56	 	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	2481
    Carmichael Drive	Chico	CA	95928	Butte	Hospitality	90	Rooms	693,237.69	 	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	52709
    Indiana State Road 933	South
    Bend	IN	46637	St.
    Joseph	Hospitality	117	Rooms	670,582.85	 	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	2920
    South Reed Road	Kokomo	IN	46902	Howard	Hospitality	105	Rooms	670,582.85	 	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	3800
    Tarry Street	Wichita
    Falls	TX	76308	Wichita	Hospitality	93	Rooms	638,866.11	 	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	4035
    Arendell Street	Morehead
    City	NC	28557	Carteret	Hospitality	118	Rooms	620,742.25	 	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	2485
    Carmichael Drive	Chico	CA	95928	Butte	Hospitality	78	Rooms	602,618.39	 	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	2130
    South First Street	Lufkin	TX	75901	Angelina	Hospitality	101	Rooms	575,432.57	 	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	1164
    Harrisburg Pike	Carlisle	PA	17013	Cumberland	Hospitality	97	Rooms	570,901.59	 	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	1644
    Richmond Road	Williamsburg	VA	23185	James
    City	Hospitality	120	Rooms	570,901.59	 	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	120
    South Fairfield Drive	Bloomington	IN	47404	Monroe	Hospitality	105	Rooms	566,370.67	 	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	501
    South University Parks Drive	Waco	TX	76706	McLennan	Hospitality	78	Rooms	552,777.73	 	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	9791
    North by Northeast Boulevard	Fishers	IN	46037	Hamilton	Hospitality	115	Rooms	516,530.01	 	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	121
    Iron Point Road	Folsom	CA	95630	Sacramento	Hospitality	84	Rooms	502,937.13	 	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	4305
    Weaver Parkway	Warrenville	IL	60555	Peoria	Hospitality	128	Rooms	475,751.31	 	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	3025
    Northeast Loop 286	Paris	TX	75460	Lamar	Hospitality	84	Rooms	471,220.40	 	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	1410
    Arrowhead Road	Maumee	OH	43537	Lucas	Hospitality	78	Rooms	471,220.40	 	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	3920
    Stahl Drive Southeast	Grand
    Rapids	MI	49546	Kent	Hospitality	78	Rooms	457,627.45	 	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	13700
    Baltimore Avenue	Laurel	MD	20707	Prince
    Georges	Hospitality	109	Rooms	425,910.72	 	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	1415
    Stillwater Avenue	Cheyenne	WY	82009	Laramie	Hospitality	60	Rooms	425,910.72	 	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	4047
    Bridgewater Parkway	Stow	OH	44224	Summit	Hospitality	101	Rooms	416,848.82	 	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	105
    South Franklin Road	Bloomington	IN	47404	Monroe	Hospitality	83	Rooms	394,193.98	 	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	1931
    Taylor Road	Roseville	CA	95661	Placer	Hospitality	90	Rooms	394,193.98	 	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	97
    Old Valley School Road	Danville	PA	17821	Montour	Hospitality	71	Rooms	389,663.00	 	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	10
    Laura Boulevard	Norwich	CT	06360	New
    London	Hospitality	135	Rooms	385,132.02	 	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	3044
    North Eastman Road	Longview	TX	75605	Gregg	Hospitality	91	Rooms	380,601.10	 	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	2701
    West Lake Avenue	Peoria	IL	61615	Peoria	Hospitality	124	Rooms	380,601.10	 	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	1201
    Cabelas Drive	Buda	TX	78610	Hays	Hospitality	74	Rooms	376,070.12	 	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	4851
    North Kickapoo 	Shawnee	OK	74804	Pottawatomie	Hospitality	63	Rooms	376,070.12	 	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	6421
    Washington Avenue	Racine	WI	53406	Racine	Hospitality	62	Rooms	367,008.16	 	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	3
    Stetler Avenue	Shamokin
    Dam	PA	17876	Snyder	Hospitality	75	Rooms	357,946.26	 	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	300
    Tanger Drive	Terrell	TX	75160	Kaufman	Hospitality	68	Rooms	339,822.40	 	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	2424
    Rogerdale Road	Houston	TX	77042	Harris	Hospitality	96	Rooms	328,911.88	 	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	2421
    East Southeast Loop 323	Tyler	TX	75701	Smith	Hospitality	88	Rooms	326,229.46	 	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	148
    Interstate 45 South	Huntsville	TX	77340	Walker	Hospitality	87	Rooms	312,636.58	 	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	302
    Southeast Georgia Avenue	Sweetwater	TX	79556	Nolan	Hospitality	72	Rooms	285,450.83	 	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	15295
    South Interstate 35 Building 800	Buda	TX	78610	Hays	Hospitality	72	Rooms	240,141.15	 	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	175
    Alford Drive	Weatherford	TX	76086	Parker	Hospitality	86	Rooms	226,548.27	 	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	2812
    East Broadway Street	Altus	OK	73521	Jackson	Hospitality	68	Rooms	183,578.01	 	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	3035
    Northeast Loop 286	Paris	TX	75460	Lamar	Hospitality	56	Rooms	163,114.73	 	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	110
    US-287	Decatur	TX	76234	Wise	Hospitality	74	Rooms	156,089.59	 	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	5210
    Crossroads Parkway	Texarkana	AR	71854	Miller	Hospitality	88	Rooms	144,544.91	 	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	141
    Apache Place	Mankato	MN	56001	Blue
    Earth	Hospitality	61	Rooms	129,530.65	 	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	2901
    South Cowhorn Creek Loop	Texarkana	TX	75503	Bowie	Hospitality	80	Rooms	100,147.31	 	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	20611
    Highway 59	Humble	TX	77338	Harris	Hospitality	62	Rooms	95,109.20	 	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	6814 Race Track Road	Bowie	MD	20715	Prince George’s	Retail	181,529	Sq. Ft.	39,600,000.00	39,600,000.00	Interest-only, Amortizing
    Balloon	195,852.84	Actual/360	4.2950000%	0.0128500%	4.2821500%
	12	WFB	University Center Chicago	525 South State Street	Chicago	IL	60605	Cook	Multifamily	1,732	Beds	35,000,000.00	35,000,000.00	Interest-only, Balloon	115,921.30	Actual/360	3.9200000%	0.0217000%	3.8983000%
	13	Barclays	Del Amo Fashion Center	3525 West Carson Street	Torrance	CA	90503	Los Angeles	Retail	1,769,525	Sq. Ft.	30,000,000.00	30,000,000.00	Interest-only, Balloon	92,707.47	Actual/360	3.6575000%	0.0104500%	3.6470500%
	14.00	AREF	Cleveland East Office
    Portfolio	Various	Various	OH	Various	Cuyahoga	Office	499,454	Sq. Ft.	30,000,000.00	30,000,000.00	Interest-only, Amortizing
    Balloon	165,048.46	Actual/360	5.2170000%	0.0128500%	5.2041500%
	14.01	AREF	Landerbrook
    Corporate Center	5900,
    5910, 5920 Landerbrook Drive	Mayfield
    Heights	OH	44124	Cuyahoga	Office	336,349	Sq.
    Ft.	21,000,000.00	 	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	22901
    Millcreek Boulevard	Highland
    Hills	OH	44122	Cuyahoga	Office	163,105	Sq.
    Ft.	9,000,000.00	 	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	1015 Elm Street	Dallas	TX	75202	Dallas	Hospitality	292	Rooms	27,000,000.00	27,000,000.00	Interest-only, Amortizing
    Balloon	139,383.81	Actual/360	4.6600000%	0.0128500%	4.6471500%
	16	WFB	First Stamford Place	100, 200 & 300
    First Stamford Place	Stamford	CT	06902	Fairfield	Office	810,475	Sq. Ft.	24,200,000.00	24,200,000.00	Interest-only, Balloon	83,582.26	Actual/360	4.0878000%	0.0117000%	4.0761000%
	17	Natixis	181 Second Avenue	181 Second Avenue	San Mateo	CA	94401	San Mateo	Office	69,142	Sq. Ft.	22,600,000.00	22,600,000.00	Interest-only, Balloon	68,741.67	Actual/360	3.6000000%	0.0128500%	3.5871500%
	18	Barclays	iStar Leased Fee Portfolio	Various	Various	Various	Various	Various	Other	Various	Various	20,600,000.00	20,600,000.00	Interest-only, ARD	66,052.33	Actual/360	3.7950000%	0.0117000%	3.7833000%
	18.01	Barclays	Hilton
    Salt Lake	255
    South West Temple	Salt
    Lake City	UT	84101	Salt
    Lake	Other	499	Rooms	5,019,503.08	 	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	18740
    International Boulevard	Seattle	WA	98188	King	Other	850	Rooms	3,629,955.95	 	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	7450
    Hazard Center Drive	San
    Diego	CA	92108	San
    Diego	Other	300	Rooms	3,456,081.06	 	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	500
    Woodward Avenue	Detroit 	MI	48226	Wayne	Other	957,355	Sq.
    Ft.	2,900,425.55	 	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	1
    Doubletree Drive	Rohnert
    Park	CA	94928	Sonoma	Other	245	Rooms	1,751,453.74	 	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	501
    Camino Del Rio	Durango	CO	81301	La
    Plata	Other	159	Rooms	1,506,794.71	 	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	4150
    Deputy Bill Cantrell Memorial Road	Cumming	GA	30040	Forsyth	Other	92,573	Sq.
    Ft.	687,604.40	 	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	7700
    and 7720 Hubble Drive	Lanham	MD	20706	Prince
    George’s	Other	120,000	Sq.
    Ft.	470,986.79	 	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	2101
    North Stemmons Freeway	Dallas	TX	75207	Dallas	Other	251	Rooms	376,698.68	 	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	2150
    Market Center Boulevard	Dallas	TX	75207	Dallas	Other	184	Rooms	339,037.88	 	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	401
    West Michigan Street	Milwaukee	WI	53203	Milwaukee	Other	207	Units	329,690.75	 	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	221
    American Boulevard West	Bloomington 	MN	55420	Hennepin	Other	104,000	Sq.
    Ft.	131,767.41	 	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	138-10 135th Avenue	Jamaica	NY	11436	Queens	Hospitality	330	Rooms	20,250,000.00	20,250,000.00	Interest-only, Amortizing
    Balloon	118,539.96	Actual/360	5.5230000%	0.0128500%	5.5101500%
	20	AREF	Jackson Crossing	21 South Hope Chapel
    Road	Jackson	NJ	8527	Ocean	Retail	81,629	Sq. Ft.	19,750,000.00	19,750,000.00	Interest-only, Amortizing
    Balloon	103,025.35	Actual/360	4.7500000%	0.0128500%	4.7371500%
	21	Barclays	York Shopping Center	2801 East Market Street	York	PA	17402	York	Retail	377,101	Sq. Ft.	17,100,000.00	17,100,000.00	Interest-only, Amortizing
    Balloon	88,717.90	Actual/360	4.7030000%	0.0128500%	4.6901500%
	22	Basis	River City Plaza	904-948 West Shawnee
    Street	Muskogee	OK	74401	Muskogee	Retail	141,383	Sq. Ft.	15,000,000.00	14,965,102.38	Amortizing Balloon	79,426.76	Actual/360	4.8800000%	0.0128500%	4.8671500%
	23	AREF	Super 8 Resort Portfolio	Various	Various	Various	Various	Various	Hospitality	252	Rooms	14,500,000.00	14,431,850.51	Amortizing Balloon	85,612.51	Actual/360	5.1000000%	0.0128500%	5.0871500%
	23.01	AREF	Super
    8 Jackson Hole	750
    South Highway 89	Jackson	WY	83001	Teton	Hospitality	95	Rooms	8,665,805.00	 	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	730
    Yellowstone Avenue	Cody	WY	82414	Park	Hospitality	64	Rooms	3,216,092.00	 	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	505
    West Appleway Avenue	Coeur
    D’ Alene	ID	83814	Kootenai	Hospitality	93	Rooms	2,618,103.00	 	 	 	 	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    

    Property Type	Number
    

    of Units	Unit
    of 

    Measure	Original
    Principal 

    Balance ($)	Cut-off
    Date 

    Principal Balance ($)	Loan
    Amortization Type	Monthly
    P&I 

    Payment ($)	Interest
    

    Accrual Basis	Mortgage
    Rate	Administrative

     Fee Rate	Net
    Mortgage 

    Rate
	24	Basis	Village Shopping Center	902 West Kimberly
    Road	Davenport	IA	52806	Scott	Retail	236,585	Sq. Ft.	14,500,000.00	14,372,325.76	Amortizing Balloon	80,429.15	Actual/360	5.2900000%	0.0128500%	5.2771500%
	25	AREF	Melville Plaza	610 Broad Hollow Road	Melville	NY	11747	Suffolk	Retail	54,824	Sq. Ft. 	14,000,000.00	14,000,000.00	Interest-only, Amortizing
    Balloon	71,536.13	Actual/360	4.5720000%	0.0128500%	4.5591500%
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	66 East Wacker Place	Chicago	IL	60601	Cook	Hospitality	191	Rooms	14,000,000.00	13,966,888.23	Amortizing Balloon	73,453.15	Actual/360	4.8000000%	0.0117000%	4.7883000%
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	583 Donelson Pike	Nashville	TN	37214	Davidson	Hospitality	111	Rooms	12,890,000.00	12,890,000.00	Amortizing Balloon	67,644.95	Actual/360	4.8020000%	0.0403500%	4.7616500%
	28	Basis	White Flint - ExtraSpace
    Self Storage	4950 Nicholson Court	Kensington	MD	20895	Montgomery	Self Storage	90,678	Sq. Ft.	11,650,000.00	11,650,000.00	Interest-only, Amortizing
    Balloon	62,042.27	Actual/360	4.9300000%	0.0128500%	4.9171500%
	29	Natixis	SoNo Square	85 Water Street &
    22 Elizabeth Street	Norwalk	CT	6854	Fairfield	Mixed Use	94,212	Sq. Ft.	11,500,000.00	11,500,000.00	Interest-only, Amortizing
    Balloon	60,406.05	Actual/360	4.8100000%	0.0128500%	4.7971500%
	30	Barclays	Village at Peachtree
    Corners	5270 Peachtree Parkway	Norcross	GA	30092	Gwinnett	Retail	88,835	Sq. Ft.	10,600,000.00	10,585,384.38	Amortizing Balloon	58,428.95	Actual/360	4.8000000%	0.0528500%	4.7471500%
	31	AREF	Sable Pointe Apartments	102 Hartford Run	Buford	GA	30518	Gwinnett	Multifamily	258	Units	10,400,000.00	10,400,000.00	Interest-only, Amortizing
    Balloon	53,501.64	Actual/360	4.6300000%	0.0128500%	4.6171500%
	32	AREF	Marquis on Memorial	14681 South 82nd East
    Avenue	Bixby	OK	74008	Tulsa	Multifamily	132	Units	10,125,000.00	10,125,000.00	Interest-only, Amortizing
    Balloon	52,390.43	Actual/360	4.6800000%	0.0128500%	4.6671500%
	33	WFB	Hampton Inn - Oregon,
    OH	2931 Navarre Avenue	Oregon	OH	43616	Lucas	Hospitality	95	Rooms	10,000,000.00	10,000,000.00	Interest-only, Amortizing
    Balloon	52,466.54	Actual/360	4.8000000%	0.0603500%	4.7396500%
	34	Natixis	Marble Hall Gardens	4300 Marble Hall Road	Baltimore	MD	21218	Baltimore City	Multifamily	390	Units	10,000,000.00	9,977,447.48	Amortizing Balloon	53,865.66	Actual/360	5.0300000%	0.0117000%	5.0183000%
	35	WFB	Lotte Plaza	8801 and 8815 Baltimore
    National Pike	Ellicott City	MD	21043	Howard	Retail	78,846	Sq. Ft.	10,000,000.00	9,972,514.72	Amortizing Balloon	48,030.24	Actual/360	4.0500000%	0.0128500%	4.0371500%
	36	Basis	The Refinery	701 South Peters Street	New Orleans	LA	70130	Orleans Parish	Mixed Use	29	Units	10,000,000.00	9,953,660.05	Amortizing Balloon	53,194.30	Actual/360	4.9200000%	0.0128500%	4.9071500%
	37	Basis	Millersville - ExtraSpace
    Self Storage	8374 Veterans Highway	Millersville	MD	21108	Anne Arundel	Self Storage	81,375	Sq. Ft.	9,100,000.00	9,100,000.00	Interest-only, Amortizing
    Balloon	48,739.60	Actual/360	4.9800000%	0.0128500%	4.9671500%
	38	AREF	Bennett Street Design
    District	22-65 Bennett Street;
    2100-2110 Peachtree Road; 2101 Tula Street	Atlanta 	GA	30309	Fulton	Retail	79,400	Sq. Ft. 	9,000,000.00	8,977,375.71	Amortizing Balloon	45,601.68	Actual/360	4.5000000%	0.0128500%	4.4871500%
	39	Natixis	Cactus Plaza	10410-10450 South
    Decatur Boulevard	Las Vegas	NV	89141	Clark	Retail	33,560	Sq. Ft.	8,825,000.00	8,825,000.00	Interest-only, Amortizing
    Balloon	43,589.53	Actual/360	4.2840000%	0.0128500%	4.2711500%
	40	AREF	Hampton Inn & Suites
    – Minooka	621 Bob Blair Road	Minooka	IL	60447	Grundy	Hospitality	83	Rooms	8,750,000.00	8,737,405.99	Amortizing Balloon	53,055.47	Actual/360	5.3700000%	0.0128500%	5.3571500%
	41	Natixis	Daphne Hotel Portfolio	Various	Daphne	AL	Various	Baldwin	Hospitality	142	Rooms	8,725,000.00	8,725,000.00	Amortizing Balloon	50,916.73	Actual/360	5.7500000%	0.0128500%	5.7371500%
	41.01	Natixis	Comfort
    Suites Daphne	29450
    North Main Street	Daphne	AL	36526	Baldwin	Hospitality	77	Rooms	4,827,277.74	 	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	8931
    Sawwood Street	Daphne	AL	36527	Baldwin	Hospitality	65	Rooms	3,897,722.26	 	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	4911, 4913, 4915,
    4917, 4927 Main Street	Spring Hill	TN	37174	Williamson	Retail	52,505	Sq. Ft.	8,275,000.00	8,275,000.00	Interest-only, Amortizing
    Balloon	42,569.81	Actual/360	4.6300000%	0.0128500%	4.6171500%
	43	WFB	Fairfield Inn &
    Suites - Toledo	5685 Benore Road	Toledo	OH	43612	Lucas	Hospitality	84	Rooms	7,630,000.00	7,630,000.00	Interest-only, Amortizing
    Balloon	40,031.97	Actual/360	4.8000000%	0.0603500%	4.7396500%
	44	AREF	Hampton Inn & Suites
    – Albuquerque	6150 Iliff Road Northwest	Albuquerque	NM	87121	Bernalillo	Hospitality	88	Rooms	7,560,000.00	7,536,121.30	Amortizing Balloon	44,769.50	Actual/360	5.1300000%	0.0128500%	5.1171500%
	45	WFB	Holiday Inn Express
    – Huntsville	2600 Old Fairway Road	Huntsville	AL	35806	Madison Parish	Hospitality	109	Rooms	7,300,000.00	7,291,550.66	Amortizing Balloon	37,554.03	Actual/360	4.6300000%	0.0128500%	4.6171500%
	46	Barclays	500 South Gravers Road	500 South Gravers
    Road	Plymouth Meeting	PA	19462	Montgomery	Office	70,310	Sq. Ft.	7,237,500.00	7,229,349.16	Amortizing Balloon	37,754.23	Actual/360	4.7500000%	0.0128500%	4.7371500%
	47	AREF	Palm Ridge Shopping
    Center	4370 Palm Avenue	San Diego	CA	92154	San Diego	Retail	23,094	Sq. Ft. 	7,000,000.00	7,000,000.00	Interest-only, Amortizing
    Balloon	38,871.33	Actual/360	5.3000000%	0.0128500%	5.2871500%
	48	AREF	Sam Houston Technology
    Center	3993 West Sam Houston
    Parkway North	Houston	TX	77043	Harris	Office	57,315	Sq. Ft. 	6,500,000.00	6,492,296.26	Amortizing Balloon	33,031.17	Actual/360	4.5250000%	0.0528500%	4.4721500%
	49	WFB	Camp Creek Pointe	3515 Camp Creek Parkway	East Point	GA	30344	Fulton	Retail	18,660	Sq. Ft.	6,475,000.00	6,467,972.74	Amortizing Balloon	34,403.92	Actual/360	4.9100000%	0.0128500%	4.8971500%
	50	WFB	Sandpointe Apartments	655 Hilltop Drive	Redding	CA	96003	Shasta	Multifamily	157	Units	6,150,000.00	6,150,000.00	Interest-only, Amortizing
    Balloon	28,726.44	Actual/360	3.8200000%	0.0128500%	3.8071500%
	51	AREF	The Preserve at Tumbling
    Creek	2745 Campus Pointe
    Circle	Gainesville	GA	30504	Hall	Multifamily	243	Beds	5,080,000.00	5,073,538.07	Amortizing Balloon	28,408.52	Actual/360	5.0170000%	0.0128500%	5.0041500%
	52	WFB	Salem Center	439-461 Lancaster
    Drive Northeast	Salem	OR	97301	Marion	Retail	54,308	Sq. Ft.	4,785,000.00	4,785,000.00	Interest-only, Amortizing
    Balloon	24,472.87	Actual/360	4.5800000%	0.0128500%	4.5671500%
	53	Basis	CVS - Williston	2466 St. George Road	Williston	VT	05495	Chittenden	Retail	14,201	Sq. Ft.	4,320,000.00	4,320,000.00	Interest-only, Amortizing
    Balloon	21,403.82	Actual/360	4.3100000%	0.0128500%	4.2971500%
	54	AREF	Fairfield Inn &
    Suites - Huntsville	1385 Enterprise Way	Huntsville	AL	35806	Madison	Hospitality	79	Rooms	4,000,000.00	3,969,946.54	Amortizing Balloon	24,685.43	Actual/360	5.8900000%	0.0128500%	5.8771500%
	55	WFB	Walgreens - Clearwater	703 Court Street	Clearwater	FL	33756	Pinellas	Retail	16,510	Sq. Ft.	3,900,000.00	3,900,000.00	Interest-only, Balloon	14,465.66	Actual/360	4.3900000%	0.0128500%	4.3771500%
	56	Basis	Shops on Texas	2001 Texas Avenue
    South	College Station	TX	77840	Brazos	Retail	15,847	Sq. Ft.	3,700,000.00	3,700,000.00	Interest-only, Amortizing
    Balloon	19,211.84	Actual/360	4.7100000%	0.0128500%	4.6971500%
	57	Basis	Landover - ExtraSpace
    Self Storage	8603 and 8622 Old
    Ardmore Road	Landover	MD	20785	Prince George’s	Self Storage	37,969	Sq. Ft.	3,400,000.00	3,400,000.00	Interest-only, Amortizing
    Balloon	18,418.53	Actual/360	5.0800000%	0.0128500%	5.0671500%
	58	Barclays	Baytown Self Storage	4500 Decker Drive	Baytown	TX	77520	Harris	Self Storage	71,900	Sq. Ft.	3,350,000.00	3,350,000.00	Interest-only, Amortizing
    Balloon	17,113.58	Actual/360	4.5700000%	0.0128500%	4.5571500%
	59	AREF	Baton Rouge Retail 	Various	Baton Rouge	LA	Various	East Baton Rouge Parish	Retail	8,262	Sq. Ft. 	3,325,000.00	3,309,365.40	Amortizing Balloon	22,053.89	Actual/360	5.0600000%	0.0128500%	5.0471500%
	59.01	AREF	6556
    Siegen Lane	6556
    Siegen Lane	Baton
    Rouge	LA	70809	East
    Baton Rouge Parish	Retail	5,916	Sq.
    Ft. 	2,380,864.20	 	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	9827
    Bluebonnet Boulevard	Baton
    Rouge	LA	70810	East
    Baton Rouge Parish	Retail	2,346	Sq.
    Ft. 	944,135.80	 	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	893 US Highway 1 South	Iselin	NJ	08830	Middlesex	Hospitality	75	Rooms	2,850,000.00	2,831,105.06	Amortizing Balloon	18,589.73	Actual/360	6.1300000%	0.0128500%	6.1171500%
	61	Basis	Okemos Plaza	1941 West Grand River
    Avenue	Okemos	MI	48864	Ingham	Retail	19,306	Sq. Ft.	2,806,000.00	2,785,682.92	Amortizing Balloon	16,197.24	Actual/360	5.6500000%	0.0128500%	5.6371500%
	62	AREF	Fedex - Akron	25 West Firestone
    Boulevard	Akron	OH	44301	Summit	Industrial	38,780	Sq. Ft. 	2,400,000.00	2,385,097.83	Amortizing Balloon	13,975.27	Actual/360	5.7300000%	0.0128500%	5.7171500%
	63	AREF	AllState Self Storage	7048 North 43rd Avenue	Glendale	AZ	85301	Maricopa	Self Storage	52,327	Sq. Ft.	2,300,000.00	2,300,000.00	Interest-only, Amortizing
    Balloon	13,583.33	Actual/360	5.8600000%	0.0128500%	5.8471500%
	64	WFB	National Self Storage
    – ELP 9	10560 North Loop Drive	Socorro	TX	79927	El Paso	Self Storage	71,955	Sq. Ft.	1,900,000.00	1,897,855.32	Amortizing Balloon	9,899.85	Actual/360	4.7400000%	0.0903500%	4.6496500%




 






     


     


    

 





	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Payment
    

    Due Date	Stated
    Maturity Date or

     Anticipated Repayment Date	ARD
    Loan 

    Maturity Date	ARD
    Mortgage Rate After

     Anticipated Repayment Date	Original
    Term to

    Maturity or ARD (Mos.)	Remaining
    Term to 

    Maturity or ARD (Mos.)	Amortization
    Term

     (Original) (Mos.)
	1	Barclays	225 & 233 Park Avenue
    South	6	6/6/2027	NAP	NAP	120	118	IO
	2	WFB	211 Mount Airy Road	11	7/11/2027	1/11/2033	The greater of (x)
    4.07% plus 500bps, and (y) the sum of (A) the most recent issue ten (10) year offer side swap rate or Treasury Rate, whichever
    is greater, (B) 180bps, and (C) 500bps, as determined by Lender.	120	119	IO
	3	WFB	Lakeside Shopping Center	1	8/1/2027	NAP	NAP	120	120	IO
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	6	6/6/2027	NAP	NAP	120	118	IO
	4.01	Barclays	RXR
    Plaza	 	 	 	 	 	 	 
	4.02	Barclays	Omni 	 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	6	6/6/2027	NAP	NAP	120	118	IO
	6	Natixis	245 Park Avenue	1	6/1/2027	NAP	NAP	120	118	IO
	7	Natixis	Two Independence Square	6	7/6/2022	NAP	NAP	60	59	IO
	8	AREF	Yeshiva University Portfolio	6	5/6/2027	5/6/2032	Greater of (i) IR+400bps
    or (ii) Treasury+400bps	120	117	360
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	11	8/11/2027	NAP	NAP	120	120	360
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	1	6/1/2027	NAP	NAP	120	118	IO
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	6	7/6/2027	NAP	NAP	120	119	360
	12	WFB	University Center Chicago	11	8/11/2027	NAP	NAP	120	120	IO
	13	Barclays	Del Amo Fashion Center	1	6/1/2027	NAP	NAP	120	118	IO
	14.00	AREF	Cleveland East Office
    Portfolio	6	7/6/2022	NAP	NAP	60	59	360
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	4	7/4/2027	NAP	NAP	120	119	360
	16	WFB	First Stamford Place	1	7/1/2027	NAP	NAP	120	119	IO
	17	Natixis	181 Second Avenue	5	7/5/2027	NAP	NAP	120	119	IO
	18	Barclays	iStar Leased Fee Portfolio	6	4/6/2027	4/6/2028	Greater of: (i) Interest
    Rate+3%; (ii) ARD Treasury Swap Rate+3%; or (iii) ARD Treasury Note Rate+3%	120	116	IO
	18.01	Barclays	Hilton
    Salt Lake	 	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	6	5/6/2027	NAP	NAP	120	117	336
	20	AREF	Jackson Crossing	6	7/6/2027	NAP	NAP	120	119	360
	21	Barclays	York Shopping Center	6	8/6/2027	NAP	NAP	120	120	360
	22	Basis	River City Plaza	1	6/1/2027	NAP	NAP	120	118	360
	23	AREF	Super 8 Resort Portfolio	6	5/6/2027	NAP	NAP	120	117	300
	23.01	AREF	Super
    8 Jackson Hole	 	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 	 	 	 	 



 






     


     


    

 


	Wells Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Payment
    

    Due Date	Stated
    Maturity Date or

     Anticipated Repayment Date	ARD
    Loan 

    Maturity Date	ARD
    Mortgage Rate After

     Anticipated Repayment Date	Original
    Term to

    Maturity or ARD (Mos.)	Remaining
    Term to 

    Maturity or ARD (Mos.)	Amortization
    Term

     (Original) (Mos.)
	24	Basis	Village Shopping Center	1	12/01/2026	NAP	NAP	120	112	360
	25	AREF	Melville Plaza	6	8/6/2027	NAP	NAP	120	120	360
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	11	6/11/2027	NAP	NAP	120	118	360
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	6	8/6/2027	NAP	NAP	120	120	360
	28	Basis	White Flint - ExtraSpace
    Self Storage	1	4/1/2027	NAP	NAP	120	116	360
	29	Natixis	SoNo Square	5	8/5/2027	NAP	NAP	120	120	360
	30	Barclays	Village at Peachtree
    Corners	6	7/6/2027	NAP	NAP	120	119	324
	31	AREF	Sable Pointe Apartments	6	6/6/2027	NAP	NAP	120	118	360
	32	AREF	Marquis on Memorial	6	7/6/2027	NAP	NAP	120	119	360
	33	WFB	Hampton Inn - Oregon,
    OH	11	6/11/2027	NAP	NAP	120	118	360
	34	Natixis	Marble Hall Gardens	5	6/5/2027	NAP	NAP	120	118	360
	35	WFB	Lotte Plaza	11	6/11/2027	NAP	NAP	120	118	360
	36	Basis	The Refinery	1	4/1/2027	NAP	NAP	120	116	360
	37	Basis	Millersville - ExtraSpace
    Self Storage	1	4/1/2027	NAP	NAP	120	116	360
	38	AREF	Bennett Street Design
    District	6	6/6/2027	NAP	NAP	120	118	360
	39	Natixis	Cactus Plaza	5	8/5/2027	NAP	NAP	120	120	360
	40	AREF	Hampton Inn & Suites
    – Minooka	6	7/6/2027	NAP	NAP	120	119	300
	41	Natixis	Daphne Hotel Portfolio	5	8/5/2027	NAP	NAP	120	120	360
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	11	7/11/2027	NAP	NAP	120	119	360
	43	WFB	Fairfield Inn &
    Suites - Toledo	11	6/11/2027	NAP	NAP	120	118	360
	44	AREF	Hampton Inn & Suites
    – Albuquerque	6	6/6/2027	NAP	NAP	120	118	300
	45	WFB	Holiday Inn Express
    – Huntsville	11	7/11/2022	NAP	NAP	60	59	360
	46	Barclays	500 South Gravers Road	6	7/6/2027	NAP	NAP	120	119	360
	47	AREF	Palm Ridge Shopping
    Center	5	2/5/2027	NAP	NAP	120	114	360
	48	AREF	Sam Houston Technology
    Center	6	7/6/2027	NAP	NAP	120	119	360
	49	WFB	Camp Creek Pointe	11	7/11/2027	NAP	NAP	120	119	360
	50	WFB	Sandpointe Apartments	11	7/11/2027	NAP	NAP	120	119	360
	51	AREF	The Preserve at Tumbling
    Creek	6	7/6/2024	NAP	NAP	84	83	330
	52	WFB	Salem Center	11	7/11/2027	NAP	NAP	120	119	360
	53	Basis	CVS - Williston	1	7/1/2027	NAP	NAP	120	119	360
	54	AREF	Fairfield Inn &
    Suites - Huntsville	5	2/5/2027	NAP	NAP	120	114	324
	55	WFB	Walgreens - Clearwater	11	7/11/2027	NAP	NAP	120	119	IO
	56	Basis	Shops on Texas	1	8/1/2027	NAP	NAP	120	120	360
	57	Basis	Landover - ExtraSpace
    Self Storage	1	4/1/2027	NAP	NAP	120	116	360
	58	Barclays	Baytown Self Storage	6	6/6/2027	NAP	NAP	120	118	360
	59	AREF	Baton Rouge Retail 	6	6/6/2027	NAP	NAP	120	118	240
	59.01	AREF	6556
    Siegen Lane	 	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	5	3/5/2027	NAP	NAP	120	115	300
	61	Basis	Okemos Plaza	1	1/1/2027	NAP	NAP	120	113	360
	62	AREF	Fedex - Akron	5	2/5/2027	NAP	NAP	120	114	360
	63	AREF	AllState Self Storage	5	1/5/2027	NAP	NAP	120	113	360
	64	WFB	National Self Storage
    – ELP 9	11	7/11/2027	NAP	NAP	120	119	360




 


 






     


     


    

 





	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Amortization
    Term 

    (Remaining) (Mos.)	Cross
    Collateralized and 

    Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    

    Interest	Grace
    Period 

    Late (Days)	Engineering
    Escrow / 

    Deferred Maintenance ($)	Tax
    Escrow

     (Initial)	Monthly
    Tax 

    Escrow ($)	Tax
    Escrow -

     Cash or LoC	Tax
    Escrow - LoC 

    Counterparty	Insurance
    

    Escrow (Initial)	Monthly
    Insurance 

    Escrow ($)
	1	Barclays	225 & 233 Park Avenue
    South	IO	NAP	L(26),D(89),O(5)	Fee	0	0	0	0	NAP	NAP	0	0
	2	WFB	211 Mount Airy Road	IO	NAP	L(25),D(91),O(4)	Fee	0	0	15,264	75,374	Cash	NAP	0	0
	3	WFB	Lakeside Shopping Center	IO	NAP	L(24),D(91),O(5)	Both	5	0	0	0	NAP	NAP	0	0
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	IO	NAP	L(26),D(87),O(7)	Leasehold	0	$55,603/month through
    and including June 6, 2019 (subject to a cap of $1,334,472 less any amounts disbursed or completed)	2,049,623	906,920	Cash	NAP	0	0
	4.01	Barclays	RXR
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	Barclays	Omni 	 	 	 	 	 	 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	IO	NAP	L(26),D(91),O(3)	Fee	0	39,086	434,093	144,698	Cash	NAP	62,164	8,881
	6	Natixis	245 Park Avenue	IO	NAP	L(26),D(90),O(4)	Fee	0	0	0	3,878,518	Cash	NAP	227,000	113,500
	7	Natixis	Two Independence Square	IO	NAP	L(25),D(31),O(4)	Fee	0	0	0	0	NAP	NAP	0	0
	8	AREF	Yeshiva University Portfolio	360	NAP	L(27),D(92),O(1)	Fee	0	275,625	0	0	NAP	NAP	0	0
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	360	NAP	L(24),D(92),O(4)	Fee	0	0	152,381	41,025	Cash	NAP	0	0
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	IO	NAP	L(12),GRTR 1% or YM(105),O(3)	Various	0	0	0	0	NAP	NAP	0	0
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 	 	 	 	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 	 	 	 	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 	 	 	 	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 	 	 	 	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 	 	 	 	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 	 	 	 	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	360	NAP	L(25),D(91),O(4)	Fee	0	0	0	51,665	Cash	NAP	0	0
	12	WFB	University Center Chicago	IO	NAP	L(24),D(89),O(7)	Fee	0	0	0	118,585	Cash	NAP	96,969	16,162
	13	Barclays	Del Amo Fashion Center	IO	NAP	L(26),D(87),O(7)	Fee	0	0	0	0	NAP	NAP	0	0
	14.00	AREF	Cleveland East Office
    Portfolio	360	NAP	L(25),D(31),O(4)	Fee	0	196,507	124,065	124,065	Cash	NAP	69,859	5,822
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	360	NAP	L(25),D(91),O(4)	Fee	0	122,000	355,894	50,842	Cash	NAP	80,232	26,744
	16	WFB	First Stamford Place	IO	NAP	L(25),D(91),O(4)	Fee	0	0	2,486,098	0	Cash	NAP	0	0
	17	Natixis	181 Second Avenue	IO	NAP	L(25),GRTR 1% or YM(88),O(7)	Fee	0	0	37,337	0	Cash	NAP	12,573	0
	18	Barclays	iStar Leased Fee Portfolio	IO	NAP	L(28),GRTR 1% or YM
    or D(87),O(5)	Various	0	0	0	0	NAP	NAP	0	0
	18.01	Barclays	Hilton
    Salt Lake	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 	 	 	 	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	336	NAP	L(27),D(89),O(4)	Fee	0	0	729,073	138,871	Cash	NAP	22,736	15,157
	20	AREF	Jackson Crossing	360	NAP	L(25),D(91),O(4)	Fee	0	15,500	89,316	22,329	Cash	NAP	22,674	3,239
	21	Barclays	York Shopping Center	360	NAP	L(23),GRTR 1% or YM(93),O(4)	Fee	0	0	0	0	NAP	NAP	0	0
	22	Basis	River City Plaza	358	NAP	L(26),D(91),O(3)	Fee	5	0	22,370	7,457	Cash	NAP	14,692	4,897
	23	AREF	Super 8 Resort Portfolio	297	NAP	L(27),D(90),O(3)	Fee	0	30,125	4,830	4,830	Cash	NAP	53,354	8,892
	23.01	AREF	Super
    8 Jackson Hole	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 	 	 	 	 	 	 	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Amortization
    Term 

    (Remaining) (Mos.)	Cross
    Collateralized and 

    Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    

    Interest	Grace
    Period 

    Late (Days)	Engineering
    Escrow / 

    Deferred Maintenance ($)	Tax
    Escrow

     (Initial)	Monthly
    Tax 

    Escrow ($)	Tax
    Escrow -

     Cash or LoC	Tax
    Escrow - LoC 

    Counterparty	Insurance
    

    Escrow (Initial)	Monthly
    Insurance 

    Escrow ($)
	24	Basis	Village Shopping Center	352	NAP	L(32),D(85),O(3)	Fee	5	128,250	0	24,886	Cash	NAP	39,893	4,433
	25	AREF	Melville Plaza	360	NAP	L(24),D(92),O(4)	Fee	0	3,438	79,011	15,802	Cash	NAP	5,326	1,775
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	358	NAP	L(26),D(90),O(4)	Fee	5	0	118,556	44,449	Cash	NAP	0	0
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	360	NAP	L(24),D(92),O(4)	Fee	0	0	111,898	15,985	Cash	NAP	47,383	3,159
	28	Basis	White Flint - ExtraSpace
    Self Storage	360	NAP	L(28),D(89),O(3)	Fee	7	3,814	83,160	10,395	Cash	NAP	12,493	1,041
	29	Natixis	SoNo Square	360	NAP	L(24),D(92),O(4)	Fee	0	5,313	23,496	11,748	Cash	NAP	10,178	3,393
	30	Barclays	Village at Peachtree
    Corners	323	NAP	L(25),D(91),O(4)	Fee	0	131,045	88,564	11,071	Cash	NAP	0	0
	31	AREF	Sable Pointe Apartments	360	NAP	L(26),D(90),O(4)	Fee	0	92,125	84,313	9,368	Cash	NAP	33,581	2,583
	32	AREF	Marquis on Memorial	360	NAP	L(25),D(91),O(4)	Fee	0	3,125	67,851	13,570	Cash	NAP	9,840	4,920
	33	WFB	Hampton Inn - Oregon,
    OH	360	NAP	L(26),GRTR 1% or YM(90),O(4)	Fee	0	0	30,530	10,634	Cash	NAP	7,489	1,249
	34	Natixis	Marble Hall Gardens	358	NAP	L(26),D(91),O(3)	Fee	0	57,500	524,479	52,804	Cash	NAP	12,228	12,228
	35	WFB	Lotte Plaza	358	NAP	L(26),D(90),O(4)	Fee	0	0	0	0	NAP	NAP	0	0
	36	Basis	The Refinery	356	NAP	L(28),D(89),O(3)	Fee	5	0	11,361	2,840	Cash	NAP	50,253	3,866
	37	Basis	Millersville - ExtraSpace
    Self Storage	360	NAP	L(28),D(89),O(3)	Fee	7	0	32,573	6,515	Cash	NAP	8,053	671
	38	AREF	Bennett Street Design
    District	358	NAP	L(26),D(90),O(4)	Fee	0	7,125	71,097	7,900	Cash	NAP	36,020	5,146
	39	Natixis	Cactus Plaza	360	NAP	L(24),GRTR 1% or YM
    or D(92),O(4)	Fee	0	0	16,491	4,275	Cash	NAP	4,517	1,129
	40	AREF	Hampton Inn & Suites
    – Minooka	299	NAP	L(25),D(93),O(2)	Fee	0	0	49,871	8,312	Cash	NAP	3,641	0
	41	Natixis	Daphne Hotel Portfolio	360	NAP	L(24),D(93),O(3)	Fee	0	1,500	61,447	5,586	Cash	NAP	45,815	7,969
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 	 	 	 	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 	 	 	 	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	360	NAP	L(25),D(91),O(4)	Fee	0	0	42,186	7,031	Cash	NAP	0	0
	43	WFB	Fairfield Inn &
    Suites - Toledo	360	NAP	L(26),GRTR 1% or YM(90),O(4)	Fee	0	0	2,417	842	Cash	NAP	6,442	1,288
	44	AREF	Hampton Inn & Suites
    – Albuquerque	298	NAP	L(26),D(90),O(4)	Fee	0	22,750	11,189	5,594	Cash	NAP	5,852	2,926
	45	WFB	Holiday Inn Express
    – Huntsville	359	NAP	L(25),D(31),O(4)	Fee	0	0	62,807	6,281	Cash	NAP	2,000	0
	46	Barclays	500 South Gravers Road	359	NAP	L(25),D(91),O(4)	Fee	0	51,531	6,188	9,331	Cash	NAP	2,434	1,217
	47	AREF	Palm Ridge Shopping
    Center	360	NAP	L(30),D(86),O(4)	Fee	0	61,541	9,296	2,324	Cash	NAP	634	634
	48	AREF	Sam Houston Technology
    Center	359	NAP	L(25),D(92),O(3)	Fee	5	0	144,791	20,684	Cash	NAP	3,344	1,115
	49	WFB	Camp Creek Pointe	359	NAP	L(25),D(91),O(4)	Fee	0	0	50,100	5,010	Cash	NAP	6,750	675
	50	WFB	Sandpointe Apartments	360	NAP	L(25),GRTR 1% or YM
    or D(88),O(7)	Fee	0	0	0	0	NAP	NAP	0	0
	51	AREF	The Preserve at Tumbling
    Creek	329	NAP	L(25),D(55),O(4)	Fee	0	0	44,972	4,997	Cash	NAP	18,507	1,604
	52	WFB	Salem Center	360	NAP	L(25),D(91),O(4)	Fee	0	0	45,648	5,072	Cash	NAP	0	0
	53	Basis	CVS - Williston	360	NAP	L(25),D(93),O(2)	Fee	5	0	0	0	NAP	NAP	778	0
	54	AREF	Fairfield Inn &
    Suites - Huntsville	318	NAP	L(30),GRTR 1% or YM(86),O(4)	Fee	0	0	19,681	3,936	Cash	NAP	2,411	2,411
	55	WFB	Walgreens - Clearwater	IO	NAP	L(25),D(91),O(4)	Fee	0	0	0	0	NAP	NAP	0	0
	56	Basis	Shops on Texas	360	NAP	L(24),D(93),O(3)	Fee	5	65,980	47,767	5,971	Cash	NAP	2,020	1,010
	57	Basis	Landover - ExtraSpace
    Self Storage	360	NAP	L(28),D(89),O(3)	Fee	7	8,304	38,525	4,816	Cash	NAP	4,527	377
	58	Barclays	Baytown Self Storage	360	NAP	L(26),D(90),O(4)	Fee	0	0	102,731	11,415	Cash	NAP	6,301	3,151
	59	AREF	Baton Rouge Retail 	238	NAP	L(26),D(90),O(4)	Fee	0	0	17,306	2,472	Cash	NAP	1,787	357
	59.01	AREF	6556
    Siegen Lane	 	 	 	 	 	 	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 	 	 	 	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	295	NAP	L(29),D(88),O(3)	Fee	0	121,000	17,458	9,778	Cash	NAP	6,432	3,216
	61	Basis	Okemos Plaza	353	NAP	L(31),D(86),O(3)	Fee	5	7,500	5,538	5,538	Cash	NAP	1,549	774
	62	AREF	Fedex - Akron	354	NAP	L(30),D(86),O(4)	Fee	0	26,875	0	0	NAP	NAP	0	0
	63	AREF	AllState Self Storage	360	NAP	L(31),D(85),O(4)	Fee	0	29,500	0	2,917	Cash	NAP	670	335
	64	WFB	National Self Storage
    – ELP 9	359	NAP	L(25),D(91),O(4)	Fee	0	0	47,096	6,728	Cash	NAP	2,943	327




 






     


     


    

 





	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Insurance
    Escrow - 

    Cash or LoC	Insurance
    Escrow - 

    LoC Counterparty	Upfront
    Replacement 

    Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    

    Reserve Cap ($)	Replacement
    Reserve 

    Escrow - Cash or LoC	Replacement
    Reserve 

    Escrow - LoC Counterparty	Upfront
    TI/LC 

    Reserve ($)	Monthly
    TI/LC

     Reserve ($)
	1	Barclays	225 & 233 Park Avenue
    South	NAP	NAP	0	0	0	NAP	NAP	8,106,455	0
	2	WFB	211 Mount Airy Road	NAP	NAP	0	5,103	0	Cash	NAP	0	0
	3	WFB	Lakeside Shopping Center	NAP	NAP	0	0	0	NAP	NAP	0	0
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	NAP	NAP	0	33,207	0	Cash	NAP	3,350,000	199,244
	4.01	Barclays	RXR
    Plaza	 	 	 	 	 	 	 	 	 
	4.02	Barclays	Omni 	 	 	 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	Cash	NAP	0	5,762	350,000	Cash	NAP	0	21,606
	6	Natixis	245 Park Avenue	Cash	NAP	47,738	47,738	0	Cash	NAP	0	0
	7	Natixis	Two Independence Square	NAP	NAP	2,500,000	250,000	4,000,000	Cash	NAP	0	0
	8	AREF	Yeshiva University Portfolio	NAP	NAP	0	19,402	0	Cash	NAP	0	0
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	NAP	NAP	0	2,332	100,000	Cash	NAP	0	13,857
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	NAP	NAP	0	Amount equal to greater
    of: (i) 1/12 th of four 4% of the projected annual gross income from operations of the property (ii) amount required by Franchisor.	0	Cash	NAP	0	0
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	NAP	NAP	537,000	2,295	100,000	Cash	NAP	1,173,154	15,302
	12	WFB	University Center Chicago	Cash	NAP	1,385,081	14,700	0	Cash	NAP	0	0
	13	Barclays	Del Amo Fashion Center	NAP	NAP	0	0	0	NAP	NAP	0	0
	14.00	AREF	Cleveland East Office
    Portfolio	Cash	NAP	0	6,243	0	Cash	NAP	882,525	41,621
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	Cash	NAP	0	43,863	0	Cash	NAP	0	0
	16	WFB	First Stamford Place	NAP	NAP	0	15,458	556,493	Cash	NAP	0	168,848
	17	Natixis	181 Second Avenue	Cash	NAP	0	0	0	NAP	NAP	59,493	0
	18	Barclays	iStar Leased Fee Portfolio	NAP	NAP	0	0	0	NAP	NAP	0	0
	18.01	Barclays	Hilton
    Salt Lake	 	 	 	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	Cash	NAP	0	65,374	0	Cash	NAP	0	0
	20	AREF	Jackson Crossing	Cash	NAP	0	1,020	61,538	Cash	NAP	0	8,543
	21	Barclays	York Shopping Center	NAP	NAP	0	0	0	NAP	NAP	0	0
	22	Basis	River City Plaza	Cash	NAP	0	1,767	0	Cash	NAP	0	10,169
	23	AREF	Super 8 Resort Portfolio	Cash	NAP	0	1/12th of 5.0% of
    the annual operating income	0	Cash	NAP	0	0
	23.01	AREF	Super
    8 Jackson Hole	 	 	 	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 	 	 	 	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Insurance
    Escrow - 

    Cash or LoC	Insurance
    Escrow - 

    LoC Counterparty	Upfront
    Replacement 

    Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    

    Reserve Cap ($)	Replacement
    Reserve 

    Escrow - Cash or LoC	Replacement
    Reserve 

    Escrow - LoC Counterparty	Upfront
    TI/LC 

    Reserve ($)	Monthly
    TI/LC

     Reserve ($)
	24	Basis	Village Shopping Center	Cash	NAP	0	3,109	0	Cash	NAP	300,000	12,942
	25	AREF	Melville Plaza	Cash	NAP	0	689	0	Cash	NAP	400,000	4,594
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	NAP	NAP	0	33,648	0	Cash	NAP	0	0
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	Cash	NAP	0	0	0	NAP	NAP	0	0
	28	Basis	White Flint - ExtraSpace
    Self Storage	Cash	NAP	0	1,135	0	Cash	NAP	0	0
	29	Natixis	SoNo Square	Cash	NAP	0	1,649	0	Cash	NAP	0	7,851
	30	Barclays	Village at Peachtree
    Corners	NAP	NAP	0	1,110	0	Cash	NAP	500,000	20,833
	31	AREF	Sable Pointe Apartments	Cash	NAP	0	3,892	0	Cash	NAP	0	0
	32	AREF	Marquis on Memorial	Cash	NAP	0	3,069	110,484	Cash	NAP	0	0
	33	WFB	Hampton Inn - Oregon,
    OH	Cash	NAP	0	9,716	0	Cash	NAP	0	0
	34	Natixis	Marble Hall Gardens	Cash	NAP	0	9,263	0	Cash	NAP	0	364
	35	WFB	Lotte Plaza	NAP	NAP	0	0	0	NAP	NAP	0	0
	36	Basis	The Refinery	Cash	NAP	0	702	0	Cash	NAP	0	326
	37	Basis	Millersville - ExtraSpace
    Self Storage	Cash	NAP	0	1,018	0	Cash	NAP	0	0
	38	AREF	Bennett Street Design
    District	Cash	NAP	78,963	1,323	47,640	Cash	NAP	100,000	8,271
	39	Natixis	Cactus Plaza	Cash	NAP	0	281	0	Cash	NAP	0	2,812
	40	AREF	Hampton Inn & Suites
    – Minooka	Cash	NAP	0	8,910	0	Cash	NAP	0	0
	41	Natixis	Daphne Hotel Portfolio	Cash	NAP	0	4.0% of the prior
    month’s gross Rents	0	Cash	NAP	0	0
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	NAP	NAP	0	656	15,752	Cash	NAP	0	3,138
	43	WFB	Fairfield Inn &
    Suites - Toledo	Cash	NAP	0	7,932	0	Cash	NAP	0	0
	44	AREF	Hampton Inn & Suites
    – Albuquerque	Cash	NAP	0	8,944	0	Cash	NAP	0	0
	45	WFB	Holiday Inn Express
    – Huntsville	Cash	NAP	0	9,222	0	Cash	NAP	0	0
	46	Barclays	500 South Gravers Road	Cash	NAP	98,469	2,051	0	Cash	NAP	0	7,324
	47	AREF	Palm Ridge Shopping
    Center	Cash	NAP	0	289	0	Cash	NAP	0	1,925
	48	AREF	Sam Houston Technology
    Center	Cash	NAP	0	1,958	0	Cash	NAP	210,000	5,970
	49	WFB	Camp Creek Pointe	Cash	NAP	0	311	0	Cash	NAP	100,000	2,815
	50	WFB	Sandpointe Apartments	NAP	NAP	0	0	0	NAP	NAP	0	0
	51	AREF	The Preserve at Tumbling
    Creek	Cash	NAP	0	2,181	0	Cash	NAP	0	0
	52	WFB	Salem Center	NAP	NAP	0	905	21,725	Cash	NAP	0	0
	53	Basis	CVS - Williston	Cash	NAP	0	0	0	NAP	NAP	0	0
	54	AREF	Fairfield Inn &
    Suites - Huntsville	Cash	NAP	0	5,523	0	Cash	NAP	0	0
	55	WFB	Walgreens - Clearwater	NAP	NAP	0	0	0	NAP	NAP	0	0
	56	Basis	Shops on Texas	Cash	NAP	0	198	0	Cash	NAP	0	1,815
	57	Basis	Landover - ExtraSpace
    Self Storage	Cash	NAP	0	475	0	Cash	NAP	0	0
	58	Barclays	Baytown Self Storage	Cash	NAP	603	603	0	Cash	NAP	0	0
	59	AREF	Baton Rouge Retail 	Cash	NAP	0	330	0	Cash	NAP	0	0
	59.01	AREF	6556
    Siegen Lane	 	 	 	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	Cash	NAP	0	6.0% of gross rent
    for the immediately preceding calendar month	0	Cash	NAP	0	0
	61	Basis	Okemos Plaza	Cash	NAP	0	241	0	Cash	NAP	0	1,250
	62	AREF	Fedex - Akron	NAP	NAP	0	323	0	Cash	NAP	0	1,293
	63	AREF	AllState Self Storage	Cash	NAP	0	429	0	Cash	NAP	0	0
	64	WFB	National Self Storage
    – ELP 9	Cash	NAP	0	899	0	Cash	NAP	0	0




 


 






     


     


    

 





	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	TI/LC
    Reserve

     Cap ($)	TI/LC
    Escrow - 

    Cash or LoC	TI/LC
    Escrow - 

    LoC Counterparty	Debt
    Service Escrow 

    (Initial) ($)	Debt
    Service Escrow

     (Monthly) ($)	Debt
    Service Escrow - 

    Cash or LoC	Debt
    Service Escrow - 

    LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow 

    I (Initial) ($)
	1	Barclays	225 & 233 Park Avenue
    South	0	Cash	NAP	0	0	NAP	NAP	TI/LC/Tenant Concessions
    Reserve (14,864,252); Remaining Base Costs & Fees Reserve (11,529,288)	26,393,540
	2	WFB	211 Mount Airy Road	0	NAP	NAP	0	0	NAP	NAP	Tenant Specific TILC
    Reserve	2,243,437
	3	WFB	Lakeside Shopping Center	0	NAP	NAP	0	0	NAP	NAP	Ground Rent Reserve	0
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	0	Cash	NAP	0	0	NAP	NAP	Unfunded Obligations	11,598,911
	4.01	Barclays	RXR
    Plaza	 	 	 	 	 	 	 	 	 
	4.02	Barclays	Omni 	 	 	 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	1,200,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	6	Natixis	245 Park Avenue	0	NAP	NAP	0	0	NAP	NAP	Outstanding Rollover
    Reserve	10,298,441
	7	Natixis	Two Independence Square	0	NAP	NAP	0	0	NAP	NAP	Garage Replacements
    Reserve	871,097
	8	AREF	Yeshiva University Portfolio	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	500,000	Cash	NAP	0	0	NAP	NAP	Rent Concession Reserve	330,677
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	0	NAP	NAP	0	0	NAP	NAP	Capital Work Reserve
    (5,883,991); Larkspur Capital Work Reserve (6,385,000)	12,268,991
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	550,887	Cash	NAP	0	0	NAP	NAP	Dunkin Donuts Reserve
    Funds 	650,000
	12	WFB	University Center Chicago	0	NAP	NAP	0	0	NAP	NAP	Seasonality Reserve	0
	13	Barclays	Del Amo Fashion Center	0	NAP	NAP	0	0	NAP	NAP	Tenant Specific TILC
    Reserve	7,242,346
	14.00	AREF	Cleveland East Office
    Portfolio	2,500,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	0	NAP	NAP	0	0	NAP	NAP	PIP Reserve	4,765,255
	16	WFB	First Stamford Place	0	Cash	NAP	0	0	NAP	NAP	Rent Concession Reserve	4,138,229
	17	Natixis	181 Second Avenue	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	18	Barclays	iStar Leased Fee Portfolio	0	NAP	NAP	0	0	NAP	NAP	Ground Rent Funds	0
	18.01	Barclays	Hilton
    Salt Lake	 	 	 	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	0	NAP	NAP	0	0	NAP	NAP	PIP Reserve	281,000
	20	AREF	Jackson Crossing	325,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	21	Barclays	York Shopping Center	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	22	Basis	River City Plaza	700,000	Cash	NAP	0	0	NAP	NAP	Cross Wireless Reserve	3,196
	23	AREF	Super 8 Resort Portfolio	0	NAP	NAP	0	0	NAP	NAP	PIP Reserve	358,676
	23.01	AREF	Super
    8 Jackson Hole	 	 	 	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 	 	 	 	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	TI/LC
    Reserve

     Cap ($)	TI/LC
    Escrow - 

    Cash or LoC	TI/LC
    Escrow - 

    LoC Counterparty	Debt
    Service Escrow 

    (Initial) ($)	Debt
    Service Escrow

     (Monthly) ($)	Debt
    Service Escrow - 

    Cash or LoC	Debt
    Service Escrow - 

    LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow 

    I (Initial) ($)
	24	Basis	Village Shopping Center	$500,000, reduced
    to $300,000 if occupancy is at or excesss of 92%	Cash	NAP	0	0	NAP	NAP	Ross Dress for Less
    Lease Reserve	1,226,576
	25	AREF	Melville Plaza	400,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	0	NAP	NAP	0	0	NAP	NAP	Seasonality Reserve	0
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	0	NAP	NAP	0	0	NAP	NAP	PIP Reserve	119,900
	28	Basis	White Flint - ExtraSpace
    Self Storage	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	29	Natixis	SoNo Square	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	30	Barclays	Village at Peachtree
    Corners	1,000,000	Cash	NAP	0	0	NAP	NAP	PT Solutions Rollover
    Reserve Fund	29,845
	31	AREF	Sable Pointe Apartments	0	NAP	NAP	0	0	NAP	NAP	Specified Capital
    Reserve Payment	0
	32	AREF	Marquis on Memorial	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	33	WFB	Hampton Inn - Oregon,
    OH	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	34	Natixis	Marble Hall Gardens	0	Cash	NAP	0	0	NAP	NAP	Morgan State Renovation
    Reserve	1,000,000
	35	WFB	Lotte Plaza	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	36	Basis	The Refinery	0	Cash	NAP	0	0	NAP	NAP	Restoration Tax Abatement
    Reserve	770,000
	37	Basis	Millersville - ExtraSpace
    Self Storage	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	38	AREF	Bennett Street Design
    District	100,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	39	Natixis	Cactus Plaza	101,220	Cash	NAP	0	0	NAP	NAP	Papa John’s Reserve	52,555
	40	AREF	Hampton Inn & Suites
    – Minooka	0	NAP	NAP	0	0	NAP	NAP	Seasonality Reserve	39,000
	41	Natixis	Daphne Hotel Portfolio	0	NAP	NAP	0	0	NAP	NAP	Seasonal Reserve	108,000
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	43	WFB	Fairfield Inn &
    Suites - Toledo	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	44	AREF	Hampton Inn & Suites
    – Albuquerque	0	NAP	NAP	0	0	NAP	NAP	PIP Reserve	0
	45	WFB	Holiday Inn Express
    – Huntsville	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	46	Barclays	500 South Gravers Road	351,550	Cash	NAP	0	0	NAP	NAP	Rent Abatement Reserve
    Fund	43,512
	47	AREF	Palm Ridge Shopping
    Center	75,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	48	AREF	Sam Houston Technology
    Center	375,000	Cash	NAP	0	0	NAP	NAP	Free Rent Reserve	57,260
	49	WFB	Camp Creek Pointe	150,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	50	WFB	Sandpointe Apartments	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	51	AREF	The Preserve at Tumbling
    Creek	0	NAP	NAP	0	0	NAP	NAP	Condominium Charges	0
	52	WFB	Salem Center	0	NAP	NAP	0	0	NAP	NAP	Springing Major Tenant
    Reserve	0
	53	Basis	CVS - Williston	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	54	AREF	Fairfield Inn &
    Suites - Huntsville	0	Cash	NAP	0	0	NAP	NAP	PIP Reserve	878,900
	55	WFB	Walgreens - Clearwater	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	56	Basis	Shops on Texas	85,000	Cash	NAP	0	0	NAP	NAP	Anchor Tenant Rollover
    Reserve	50,000
	57	Basis	Landover - ExtraSpace
    Self Storage	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	58	Barclays	Baytown Self Storage	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	59	AREF	Baton Rouge Retail 	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	59.01	AREF	6556
    Siegen Lane	 	 	 	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	0	NAP	NAP	0	0	NAP	NAP	Seasonal Reserve	0
	61	Basis	Okemos Plaza	60,000	Cash	NAP	0	0	NAP	NAP	NAP	0
	62	AREF	Fedex - Akron	0	Cash	NAP	0	0	NAP	NAP	NAP	0
	63	AREF	AllState Self Storage	0	NAP	NAP	0	0	NAP	NAP	NAP	0
	64	WFB	National Self Storage
    – ELP 9	0	NAP	NAP	0	0	NAP	NAP	NAP	0




 






     


     


    

 








	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow

     I Cap ($)	Other
    Escrow I

     Escrow - Cash or LoC	Other  Escrow
    I - 

    LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow 

    II (Initial) ($)
	1	Barclays	225 & 233 Park Avenue
    South	0	0	Cash	NAP	Buzzfeed Rollover
    Reserve Account	0
	2	WFB	211 Mount Airy Road	0	0	Cash	NAP	Rent Concession Reserve	8,514,457
	3	WFB	Lakeside Shopping Center	0	0	NAP	NAP	Tenant Specific TILC
    / Rent Concession Reserve	Tenant Specific TILC
    ($7,606,095) / Rent Concession ($1,214,427) Reserve
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	0	0	Cash	NAP	Ground Rent	110,240
	4.01	Barclays	RXR
    Plaza	 	 	 	 	 	 
	4.02	Barclays	Omni 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	0	0	NAP	NAP	NAP	0
	6	Natixis	245 Park Avenue	0	0	Cash	NAP	MIO Partners Free
    Rent Reserve	1,133,167
	7	Natixis	Two Independence Square	0	0	Cash	NAP	NAP	0
	8	AREF	Yeshiva University Portfolio	0	0	NAP	NAP	NAP	0
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	0	0	Cash	NAP	Tenant Specific TILC
    Reserve	1,412,951
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	0	0	Cash	NAP	Ground Rent Reserve
    Funds	0
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	0	0	Cash	NAP	Free Rent Reserve
    Funds 	10,718
	12	WFB	University Center Chicago	430,018	0	Cash	NAP	Tenant Specific TILC
    Reserve	485,951
	13	Barclays	Del Amo Fashion Center	0	0	Guaranty	NAP	Gap Rent Reserve	828,894
	14.00	AREF	Cleveland East Office
    Portfolio	0	0	NAP	NAP	NAP	0
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	0	0	Cash	NAP	Seasonality Reserve	184,597
	16	WFB	First Stamford Place	0	0	Cash	NAP	Tenant Specific TILC
    Reserve	5,248,949
	17	Natixis	181 Second Avenue	0	0	NAP	NAP	NAP	0
	18	Barclays	iStar Leased Fee Portfolio	0	0	NAP	NAP	NAP	0
	18.01	Barclays	Hilton
    Salt Lake	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	0	0	Cash	NAP	NAP	0
	20	AREF	Jackson Crossing	0	0	NAP	NAP	NAP	0
	21	Barclays	York Shopping Center	0	0	NAP	NAP	NAP	0
	22	Basis	River City Plaza	0	0	Cash	NAP	Mattress King Reserve;
    Ocean Dental Reserve	0
	23	AREF	Super 8 Resort Portfolio	0	0	Cash	NAP	Seasonality Reserve	339,000
	23.01	AREF	Super
    8 Jackson Hole	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow

     I Cap ($)	Other
    Escrow I

     Escrow - Cash or LoC	Other  Escrow
    I - 

    LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow 

    II (Initial) ($)
	24	Basis	Village Shopping Center	0	0	Cash	NAP	Shoe Carnival Lease
    Reserve ($42,790); Smokin Joe’s Lease Reserve ($9,000)	51,790
	25	AREF	Melville Plaza	0	0	NAP	NAP	NAP	0
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	0	0	NAP	NAP	NAP	0
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	0	0	Cash	NAP	NAP	0
	28	Basis	White Flint - ExtraSpace
    Self Storage	0	0	NAP	NAP	NAP	0
	29	Natixis	SoNo Square	0	0	NAP	NAP	NAP	0
	30	Barclays	Village at Peachtree
    Corners	0	0	Cash	NAP	NAP	0
	31	AREF	Sable Pointe Apartments	4,107	0	Cash	NAP	NAP	0
	32	AREF	Marquis on Memorial	0	0	NAP	NAP	NAP	0
	33	WFB	Hampton Inn - Oregon,
    OH	0	0	NAP	NAP	NAP	0
	34	Natixis	Marble Hall Gardens	0	0	Cash	NAP	NAP	0
	35	WFB	Lotte Plaza	0	0	NAP	NAP	NAP	0
	36	Basis	The Refinery	0	0	Cash	NAP	NAP	0
	37	Basis	Millersville - ExtraSpace
    Self Storage	0	0	NAP	NAP	NAP	0
	38	AREF	Bennett Street Design
    District	0	0	NAP	NAP	NAP	0
	39	Natixis	Cactus Plaza	0	0	Cash	NAP	Free Rent Reserve	24,518
	40	AREF	Hampton Inn & Suites
    – Minooka	0	0	Cash	NAP	PIP Reserve	0
	41	Natixis	Daphne Hotel Portfolio	Monthly deposit of
    $36,000 on each payment date occurring during the period between June and August	0	Cash	NAP	PIP Reserve	460,688
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	0	0	NAP	NAP	NAP	0
	43	WFB	Fairfield Inn &
    Suites - Toledo	0	0	NAP	NAP	NAP	0
	44	AREF	Hampton Inn & Suites
    – Albuquerque	0	0	NAP	NAP	NAP	0
	45	WFB	Holiday Inn Express
    – Huntsville	0	0	NAP	NAP	NAP	0
	46	Barclays	500 South Gravers Road	0	0	Cash	NAP	NAP	0
	47	AREF	Palm Ridge Shopping
    Center	0	0	NAP	NAP	NAP	0
	48	AREF	Sam Houston Technology
    Center	0	0	Cash	NAP	NAP	0
	49	WFB	Camp Creek Pointe	0	0	NAP	NAP	NAP	0
	50	WFB	Sandpointe Apartments	0	0	NAP	NAP	NAP	0
	51	AREF	The Preserve at Tumbling
    Creek	21,465	0	Cash	NAP	NAP	0
	52	WFB	Salem Center	0	0	NAP	NAP	24 Hour Fitness TILC
    Reserve	100,000
	53	Basis	CVS - Williston	0	0	NAP	NAP	NAP	0
	54	AREF	Fairfield Inn &
    Suites - Huntsville	0	0	Cash	NAP	NAP	0
	55	WFB	Walgreens - Clearwater	0	0	NAP	NAP	NAP	0
	56	Basis	Shops on Texas	0	100,000	Cash	NAP	NAP	0
	57	Basis	Landover - ExtraSpace
    Self Storage	0	0	NAP	NAP	NAP	0
	58	Barclays	Baytown Self Storage	0	0	NAP	NAP	NAP	0
	59	AREF	Baton Rouge Retail 	0	0	NAP	NAP	NAP	0
	59.01	AREF	6556
    Siegen Lane	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	Monthly: $5,000 on
    each payment date occurring in January and October; $10,000 on each payment date occurring in May; $20,000 on each payment
    date occurring in July and August	0	Cash	NAP	NAP	0
	61	Basis	Okemos Plaza	0	0	NAP	NAP	NAP	0
	62	AREF	Fedex - Akron	0	0	NAP	NAP	NAP	0
	63	AREF	AllState Self Storage	0	0	NAP	NAP	NAP	0
	64	WFB	National Self Storage
    – ELP 9	0	0	NAP	NAP	NAP	0




 









     


     


    

 





	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Other
    Escrow II

     (Monthly) ($)	Other
    Escrow 

    II Cap ($)	Other
    Escrow II 

    Escrow - Cash or LoC	Other  Escrow
    II - 

    LoC Counterparty	Holdback(7)	Secured
    by 

    LOC (Y/N)	LOC
    Amount	Type
    of Lockbox
	1	Barclays	225 & 233 Park Avenue
    South	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	2	WFB	211 Mount Airy Road	0	0	Cash	NAP	NAP	N	 	Hard/Upfront Cash
    Management
	3	WFB	Lakeside Shopping Center	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	4.01	Barclays	RXR
    Plaza	 	 	 	 	 	 	 	 
	4.02	Barclays	Omni 	 	 	 	 	 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	0	0	NAP	NAP	NAP	N	 	Hard/Upfront Cash
    Management
	6	Natixis	245 Park Avenue	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	7	Natixis	Two Independence Square	0	0	NAP	NAP	NAP	N	 	Hard/Upfront Cash
    Management
	8	AREF	Yeshiva University Portfolio	0	0	NAP	NAP	NAP	N	 	Hard/Upfront Cash
    Management
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 	 	 	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 	 	 	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 	 	 	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 	 	 	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 	 	 	 	 	 
	9	WFB	Lincolnshire Commons	0	0	Cash	NAP	NAP	N	 	Springing
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	0	0	NAP	NAP	NAP	N	 	Soft/Springing Cash
    Management
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 	 	 	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 	 	 	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 	 	 	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 	 	 	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 	 	 	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 	 	 	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 	 	 	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 	 	 	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 
	11	Barclays	Hilltop Plaza	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	12	WFB	University Center Chicago	0	0	Cash	NAP	NAP	N	 	Hard/Upfront Cash
    Management
	13	Barclays	Del Amo Fashion Center	0	0	Guaranty	NAP	NAP	N	 	Hard/Springing Cash
    Management
	14.00	AREF	Cleveland East Office
    Portfolio	0	0	NAP	NAP	2,890,500	N	 	Hard/Springing Cash
    Management
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 	 	 	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 	 	 	 	 	 
	15	WFB	Crowne Plaza Dallas	0	184,597	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	16	WFB	First Stamford Place	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	17	Natixis	181 Second Avenue	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	18	Barclays	iStar Leased Fee Portfolio	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	18.01	Barclays	Hilton
    Salt Lake	 	 	 	 	 	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 	 	 	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 	 	 	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 	 	 	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 	 	 	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 	 	 	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 	 	 	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 	 
	19	AREF	Crowne Plaza JFK	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	20	AREF	Jackson Crossing	0	0	NAP	NAP	NAP	N	 	Springing
	21	Barclays	York Shopping Center	0	0	NAP	NAP	NAP	N	 	Springing
	22	Basis	River City Plaza	Matress King Reserve
    ($6,077); Ocean Dental Reserve ($10,199)	0	Cash	NAP	NAP	N	 	Hard/Upfront Cash
    Management
	23	AREF	Super 8 Resort Portfolio	$339,000 monthly payments
    in June, July and August	1,017,000	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	23.01	AREF	Super
    8 Jackson Hole	 	 	 	 	 	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 	 	 	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 	 	 	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 	 	 	 	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Other
    Escrow II

     (Monthly) ($)	Other
    Escrow 

    II Cap ($)	Other
    Escrow II 

    Escrow - Cash or LoC	Other  Escrow
    II - 

    LoC Counterparty	Holdback(7)	Secured
    by 

    LOC (Y/N)	LOC
    Amount	Type
    of Lockbox
	24	Basis	Village Shopping Center	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	25	AREF	Melville Plaza	0	0	NAP	NAP	NAP	N	 	Springing
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	0	0	NAP	NAP	NAP	N	 	Springing
	28	Basis	White Flint - ExtraSpace
    Self Storage	0	0	NAP	NAP	NAP	N	 	None
	29	Natixis	SoNo Square	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	30	Barclays	Village at Peachtree
    Corners	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	31	AREF	Sable Pointe Apartments	0	0	NAP	NAP	NAP	N	 	Springing
	32	AREF	Marquis on Memorial	0	0	NAP	NAP	NAP	N	 	Springing
	33	WFB	Hampton Inn - Oregon,
    OH	0	0	NAP	NAP	NAP	N	 	Springing
	34	Natixis	Marble Hall Gardens	0	0	NAP	NAP	NAP	N	 	Soft/Springing Cash
    Management
	35	WFB	Lotte Plaza	0	0	NAP	NAP	NAP	N	 	None
	36	Basis	The Refinery	0	0	NAP	NAP	NAP	N	 	Springing
	37	Basis	Millersville - ExtraSpace
    Self Storage	0	0	NAP	NAP	NAP	N	 	None
	38	AREF	Bennett Street Design
    District	0	0	NAP	NAP	NAP	N	 	Springing
	39	Natixis	Cactus Plaza	0	0	Cash	NAP	NAP	N	 	Springing
	40	AREF	Hampton Inn & Suites
    – Minooka	0	0	NAP	NAP	NAP	N	 	Springing
	41	Natixis	Daphne Hotel Portfolio	0	0	Cash	NAP	NAP	N	 	Hard/Springing Cash
    Management
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 	 	 	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 	 	 	 	 	 
	42	WFB	Campbell Station - TN	0	0	NAP	NAP	NAP	N	 	Springing
	43	WFB	Fairfield Inn &
    Suites - Toledo	0	0	NAP	NAP	NAP	N	 	Springing
	44	AREF	Hampton Inn & Suites
    – Albuquerque	0	0	NAP	NAP	NAP	N	 	Springing
	45	WFB	Holiday Inn Express
    – Huntsville	0	0	NAP	NAP	NAP	N	 	Springing
	46	Barclays	500 South Gravers Road	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	47	AREF	Palm Ridge Shopping
    Center	0	0	NAP	NAP	NAP	N	 	Springing
	48	AREF	Sam Houston Technology
    Center	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	49	WFB	Camp Creek Pointe	0	0	NAP	NAP	NAP	N	 	None
	50	WFB	Sandpointe Apartments	0	0	NAP	NAP	NAP	N	 	None
	51	AREF	The Preserve at Tumbling
    Creek	0	0	NAP	NAP	NAP	N	 	Springing
	52	WFB	Salem Center	0	0	Cash	NAP	NAP	N	 	Springing
	53	Basis	CVS - Williston	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	54	AREF	Fairfield Inn &
    Suites - Huntsville	0	0	NAP	NAP	NAP	N	 	Springing
	55	WFB	Walgreens - Clearwater	0	0	NAP	NAP	NAP	N	 	Springing
	56	Basis	Shops on Texas	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	57	Basis	Landover - ExtraSpace
    Self Storage	0	0	NAP	NAP	NAP	N	 	None
	58	Barclays	Baytown Self Storage	0	0	NAP	NAP	NAP	N	 	Springing
	59	AREF	Baton Rouge Retail 	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	59.01	AREF	6556
    Siegen Lane	 	 	 	 	 	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 	 	 	 	 	 
	60	Natixis	Days Inn Iselin	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	61	Basis	Okemos Plaza	0	0	NAP	NAP	NAP	N	 	Hard/Springing Cash
    Management
	62	AREF	Fedex - Akron	0	0	NAP	NAP	NAP	N	 	Springing
	63	AREF	AllState Self Storage	0	0	NAP	NAP	NAP	N	 	Springing
	64	WFB	National Self Storage
    – ELP 9	0	0	NAP	NAP	NAP	N	 	None




 









     


     


    

 





	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 
	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Borrower
    Name	Sponsor
    Name	
    Servicing 

    Fee Rate
	1	Barclays	225 & 233 Park Avenue
    South	225 Fourth LLC	Orda Management Corporation	0.00500%
	2	WFB	211 Mount Airy Road	RW 211 Mount Airy,
    LLC; 211 Mount Airy Associates, LLC	HGGP Capital VIII,
    LLC; HGGP Capital IX, LLC; HGGP Capital X, LLC; HGGP Capital XI, LLC	0.00500%
	3	WFB	Lakeside Shopping Center	Causeway LLC	Jeffrey J. Feil	0.00500%
	4	Barclays	Long Island Prime Portfolio
    - Uniondale	333 Earle Ovington
    Boulevard SPE LLC; Rexcorp Plaza SPE LLC	RXR Realty LLC	0.01000%
	4.01	Barclays	RXR
    Plaza	 	 	 
	4.02	Barclays	Omni 	 	 	 
	5	AREF	Columbia Park Shopping
    Center	Columbia Park Retail
    Owner, LLC; Columbia Park Development Owner, LLC	Forest City Realty
    Trust, Inc.	0.00500%
	6	Natixis	245 Park Avenue	245 Park Avenue Property
    LLC	HNA Group	0.00125%
	7	Natixis	Two Independence Square	Two Independence Hana
    OW, LLC	NAP	0.00125%
	8	AREF	Yeshiva University Portfolio	Y Properties Holdings,
    LLC	Yeshiva University	0.00250%
	8.01	AREF	2495
    Amsterdam Avenue	 	 	 
	8.02	AREF	215
    Lexington Avenue	 	 	 
	8.03	AREF	2520
    Amsterdam Avenue	 	 	 
	8.04	AREF	245
    Lexington Avenue	 	 	 
	8.05	AREF	253
    Lexington Avenue	 	 	 
	9	WFB	Lincolnshire Commons	Lincolnshire Propco,
    LLC	Andrew Hochberg, Marc
    Blum	0.00500%
	10	Barclays	Starwood Capital Group
    Hotel Portfolio	LL Folsom, L.P.; LL
    Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.; LL Roseville, L.P.;
    LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.; 

FH-Hotel Kokomo,
    L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.; FH-Hotel Maumee,
    L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.; TXHP Buda 1,
    L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater, L.L.C.; TXHP
    Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.; TXHP Tyler 1,
    L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP Weatherford,
    L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville, L.P.;
    Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler Avenue,
    L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center Pkwy, L.L.C.; VIII-HII-Laura Blvd., L.L.C.; VIII-HII-Baltimore
    Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn Of Racine, L.P.; Midwest
    Heritage Inn Of Shawnee, L.P.; Midwest Heritage Inn Of Cheyenne, L.P.; F.I. Management Of Mankato, L.P.; R.I. Heritage Inn
    Of Peoria AZ, L.P.; H.S. Heritage Inn Of Grand Rapids, L.P.; H.S. Heritage Inn Of Toledo, L.P.; Heritage Inn Number LII. Limited
    Partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco,
    L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.;
    LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington
    Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South
    Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel
    South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 Opco, L.L.C.; TXHP
    Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco,
    L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP
    Huntsville Opco, L.L.C.; TXHP Tyler 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell
    Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls
    Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.;
    Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue
    Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center Pkwy Opco, L.L.C.; VIII-HII-Laura Blvd. Opco,
    L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.;
    Midwest Heritage Inn Of Racine Opco, L.L.C.; Midwest Heritage Inn Of Shawnee Opco, L.L.C.; Midwest Heritage Inn Of Cheyenne
    Opco, L.L.C.; F.I. Management Of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand
    Rapids Opco, L.L.C.; H.S. Heritage Inn Of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number
    XL. Opco, L.L.C.	Starwood Capital Group
    Global, L.P.	0.00250%
	10.01	Barclays	Larkspur
    Landing Sunnyvale	 	 	 
	10.02	Barclays	Larkspur
    Landing Milpitas	 	 	 
	10.03	Barclays	Larkspur
    Landing Campbell	 	 	 
	10.04	Barclays	Larkspur
    Landing San Francisco	 	 	 
	10.05	Barclays	Larkspur
    Landing Pleasanton	 	 	 
	10.06	Barclays	Larkspur
    Landing Bellevue	 	 	 
	10.07	Barclays	Larkspur
    Landing Sacramento	 	 	 
	10.08	Barclays	Hampton
    Inn Ann Arbor North	 	 	 
	10.09	Barclays	Larkspur
    Landing Hillsboro	 	 	 
	10.1	Barclays	Larkspur
    Landing Renton	 	 	 
	10.11	Barclays	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 
	10.12	Barclays	Residence
    Inn Toledo Maumee	 	 	 
	10.13	Barclays	Residence
    Inn Williamsburg	 	 	 
	10.14	Barclays	Hampton
    Inn Suites Waco South	 	 	 
	10.15	Barclays	Holiday
    Inn Louisville Airport Fair Expo	 	 	 
	10.16	Barclays	Courtyard
    Tyler	 	 	 
	10.17	Barclays	Hilton
    Garden Inn Edison Raritan Center	 	 	 
	10.18	Barclays	Hilton
    Garden Inn St Paul Oakdale	 	 	 
	10.19	Barclays	Residence
    Inn Grand Rapids West	 	 	 
	10.2	Barclays	Peoria,
    AZ Residence Inn	 	 	 
	10.21	Barclays	Hampton
    Inn Suites Bloomington Normal	 	 	 
	10.22	Barclays	Courtyard
    Chico	 	 	 
	10.23	Barclays	Hampton
    Inn Suites South Bend	 	 	 
	10.24	Barclays	Hampton
    Inn Suites Kokomo	 	 	 
	10.25	Barclays	Courtyard
    Wichita Falls	 	 	 
	10.26	Barclays	Hampton
    Inn Morehead	 	 	 
	10.27	Barclays	Residence
    Inn Chico	 	 	 
	10.28	Barclays	Courtyard
    Lufkin	 	 	 
	10.29	Barclays	Hampton
    Inn Carlisle	 	 	 
	10.3	Barclays	Springhill
    Suites Williamsburg	 	 	 
	10.31	Barclays	Fairfield
    Inn Bloomington	 	 	 
	10.32	Barclays	Waco
    Residence Inn	 	 	 
	10.33	Barclays	Holiday
    Inn Express Fishers	 	 	 
	10.34	Barclays	Larkspur
    Landing Folsom	 	 	 
	10.35	Barclays	Springhill
    Suites Chicago Naperville Warrenville	 	 	 
	10.36	Barclays	Holiday
    Inn Express & Suites Paris	 	 	 
	10.37	Barclays	Toledo
    Homewood Suites	 	 	 
	10.38	Barclays	Grand
    Rapids Homewood Suites	 	 	 
	10.39	Barclays	Fairfield
    Inn Laurel	 	 	 
	10.4	Barclays	Cheyenne
    Fairfield Inn and Suites	 	 	 
	10.41	Barclays	Courtyard
    Akron Stow	 	 	 
	10.42	Barclays	Towneplace
    Suites Bloomington	 	 	 
	10.43	Barclays	Larkspur
    Landing Roseville	 	 	 
	10.44	Barclays	Hampton
    Inn Danville	 	 	 
	10.45	Barclays	Holiday
    Inn Norwich	 	 	 
	10.46	Barclays	Hampton
    Inn Suites Longview North	 	 	 
	10.47	Barclays	Springhill
    Suites Peoria Westlake	 	 	 
	10.48	Barclays	Hampton
    Inn Suites Buda	 	 	 
	10.49	Barclays	Shawnee
    Hampton Inn	 	 	 
	10.5	Barclays	Racine
    Fairfield Inn	 	 	 
	10.51	Barclays	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 
	10.52	Barclays	Holiday
    Inn Express & Suites Terrell	 	 	 
	10.53	Barclays	Westchase
    Homewood Suites	 	 	 
	10.54	Barclays	Holiday
    Inn Express & Suites Tyler South	 	 	 
	10.55	Barclays	Holiday
    Inn Express & Suites Huntsville	 	 	 
	10.56	Barclays	Hampton
    Inn Sweetwater	 	 	 
	10.57	Barclays	Comfort
    Suites Buda Austin South	 	 	 
	10.58	Barclays	Fairfield
    Inn & Suites Weatherford	 	 	 
	10.59	Barclays	Holiday
    Inn Express & Suites Altus	 	 	 
	10.6	Barclays	Comfort
    Inn & Suites Paris	 	 	 
	10.61	Barclays	Hampton
    Inn Suites Decatur	 	 	 
	10.62	Barclays	Holiday
    Inn Express & Suites Texarkana East	 	 	 
	10.63	Barclays	Mankato
    Fairfield Inn	 	 	 
	10.64	Barclays	Candlewood
    Suites Texarkana	 	 	 
	10.65	Barclays	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 
	11	Barclays	Hilltop Plaza	Hilltop Borrower,
    LLC	Gary D. Rappaport	0.00500%
	12	WFB	University Center Chicago	University Center
    Property LLC	UCC Chicago Acquisition
    Partner LLC; Blue Vista Capital Management, LLC	0.01500%
	13	Barclays	Del Amo Fashion Center	Del Amo Fashion Center
    Operating Company, L.L.C.	Simon Property Group,
    L.P.; Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A.	0.00125%
	14.00	AREF	Cleveland East Office
    Portfolio	Shelbourne Cleveland
    East, LLC	Shelbourne Global
    Solutions, LLC	0.00500%
	14.01	AREF	Landerbrook
    Corporate Center	 	 	 
	14.02	AREF	Metropolitan
    Plaza	 	 	 
	15	WFB	Crowne Plaza Dallas	TOG Hotels Downtown
    Dallas LLC	Terry D. Tognazzini	0.00500%
	16	WFB	First Stamford Place	ESRT First Stamford
    Place SPE, L.L.C.	Empire State Realty
    OP, L.P.	0.00250%
	17	Natixis	181 Second Avenue	Downtown Properties
    V, LLC	Downtown Properties
    Holdings, LLC	0.00500%
	18	Barclays	iStar Leased Fee Portfolio	RLH Partnership II
    LP; 500 Woodward LLC; Hubble Drive Lanham LLC; iStar North Old Atlanta Road LLC; iStar Dallas GL LP; 401 W Michigan Street
    - Milwaukee LLC; 221 American Boulevard - Bloomington LLC	iStar Inc.	0.00250%
	18.01	Barclays	Hilton
    Salt Lake	 	 	 
	18.02	Barclays	DoubleTree
    Seattle Airport	 	 	 
	18.03	Barclays	DoubleTree
    Mission Valley	 	 	 
	18.04	Barclays	One
    Ally Center	 	 	 
	18.05	Barclays	DoubleTree
    Sonoma	 	 	 
	18.06	Barclays	DoubleTree
    Durango	 	 	 
	18.07	Barclays	Northside
    Forsyth Hospital Medical Center	 	 	 
	18.08	Barclays	NASA/JPSS
    Headquarters	 	 	 
	18.09	Barclays	Dallas
    Market Center: Sheraton Suites	 	 	 
	18.1	Barclays	Dallas
    Market Center: Marriott Courtyard	 	 	 
	18.11	Barclays	The
    Buckler Apartments	 	 	 
	18.12	Barclays	Lock-Up
    Self Storage Facility	 	 	 
	19	AREF	Crowne Plaza JFK	Idlewild Realty LLC	Allen Gross	0.00500%
	20	AREF	Jackson Crossing	Cardinale & Jackson
    Crossing Associates, LLC	Vito F. Cardinale;
    Nicholas Ponzio; Frank J. Mozino	0.00500%
	21	Barclays	York Shopping Center	THF York Development,
    L.P.	E. Stanley Kroenke	0.00500%
	22	Basis	River City Plaza	KWD River City Investments
    L.P.	Vector Securities
    Corporation	0.00500%
	23	AREF	Super 8 Resort Portfolio	Clear Sky Associates
    LLC	Frank Cuiffo; Ronald
    Steward	0.00500%
	23.01	AREF	Super
    8 Jackson Hole	 	 	 
	23.02	AREF	Super
    8 Cody	 	 	 
	23.03	AREF	Super
    8 Coeur d’Alene	 	 	 



 






     


     


    

 


	Wells
    Fargo Commercial Mortgage Trust 2017-C39	 	 
	MORTGAGE
    LOAN SCHEDULE	 	 
	 	 	 	 	 	 
	Mortgage
    

    Loan 

    Number	Mortgage
    

    Loan Seller	Property
    Name	Borrower
    Name	Sponsor
    Name	Servicing 

    Fee Rate
	24	Basis	Village Shopping Center	Caprealty 14-Village,
    L.L.C.	David H. Lee	0.00500%
	25	AREF	Melville Plaza	POM Melville LLC	Michael B. Willner	0.00500%
	26	WFB	Hilton Garden Inn Chicago/North
    Loop	AFP 110 Corp.; AFP
    Thirty Eight LLC; AFP Thirty Nine LLC	United Capital Corp.	0.00500%
	27	Barclays	Hampton Inn & Suites
    Nashville Airport	Tara of Nashville,
    LLC	Pratapkumar B. Patel;
    Yogendrakumar H. Patel; Jayshree Patel; Rashmi Patel; Urvashi H. Patel	0.03250%
	28	Basis	White Flint - ExtraSpace
    Self Storage	Box Associates Limited
    Partnership	Larry S. Goldberg,
    Laurie L. Goldberg, Yale L. Goldberg	0.00500%
	29	Natixis	SoNo Square	SoNo Square Associates,
    LLC	David A. Waldman	0.00500%
	30	Barclays	Village at Peachtree
    Corners	Peachtree Corners
    Parkway, LLC	Starpoint Properties,
    LLC	0.04500%
	31	AREF	Sable Pointe Apartments	Buford Sig LLC	Arman Soltani; Ali
    Soltani	0.00500%
	32	AREF	Marquis on Memorial	Bixby’s Delaware,
    LLC	Josef C. Loeffler	0.00500%
	33	WFB	Hampton Inn - Oregon,
    OH	Oregon Lodging, LLC	Jabbar Yousif; Saad
    Roumaya; Francis Shallal	0.05250%
	34	Natixis	Marble Hall Gardens	HH Marble Property
    LLC	Harmonia Hopkins LLC;
    Harmonia Capital USA, Inc.; Tong Gao	0.00250%
	35	WFB	Lotte Plaza	Golden Triangle LLC	Richard J. Demmitt;
    Victor J. Lancelotta; Lancelotta Investment Partnership LLLP	0.00500%
	36	Basis	The Refinery	701 S. Peters Development
    LLC	Christian M. Cancienne	0.00500%
	37	Basis	Millersville - ExtraSpace
    Self Storage	Storage Village Four,
    L.L.C.	Michael D. Goldberg,
    Yale L. Goldberg	0.00500%
	38	AREF	Bennett Street Design
    District	Bennett Street Properties,
    L.P.	Jack D. Brown, Steven
    H. Fuller JR., Gregg Loomis, Truette T. Stubbs	0.00500%
	39	Natixis	Cactus Plaza	MEQ-10410, LLC	Andrew J. Sobel	0.00500%
	40	AREF	Hampton Inn & Suites
    – Minooka	Blair Road Hotel Associates,
    LLC	Bruce Kinseth; Leslie
    Kinseth; Gary Kinseth; Linda Skinner	0.00500%
	41	Natixis	Daphne Hotel Portfolio	Riverchase, Inc.;
    Spanish Fort Hospitality, Inc.	Anil Patel; Raman
    Patel; Rajendra Desai	0.00500%
	41.01	Natixis	Comfort
    Suites Daphne	 	 	 
	41.02	Natixis	Best
    Western Plus Daphne	 	 	 
	42	WFB	Campbell Station - TN	Campbell Station,
    LLC	John E. Young	0.00500%
	43	WFB	Fairfield Inn &
    Suites - Toledo	Holland Hospitality,
    LLC	Jabbar Yousif; Saad
    Roumaya	0.05250%
	44	AREF	Hampton Inn & Suites
    – Albuquerque	Terrapin NM Operator,
    LLC; Sherman Albuquerque, LLC; Bruel NM, LLC; Salma 1 NM, LLC; Salma 2 NM, LLC	Anthony Jon Sherman	0.00500%
	45	WFB	Holiday Inn Express
    – Huntsville	Watercress Hotel Associates,
    LLC	Kemmons Wilson Companies,
    LLC; Thomas G. Bartlett; William A. Owings; Douglas L. Owings	0.00500%
	46	Barclays	500 South Gravers Road	500 South Gravers
    RD LLC	Moses Y. Samet	0.00500%
	47	AREF	Palm Ridge Shopping
    Center	Palm Ridge, LLC; HAF
    Properties, LLC	Sabri Salim	0.00500%
	48	AREF	Sam Houston Technology
    Center	Herman Builders-Sam
    Houston Tech Center LLC	Ellen Kwiatkowski	0.04500%
	49	WFB	Camp Creek Pointe	ANA Associates-X,
    LLC	Mark Rafeh; John Proia;
    Daniel Harrington	0.00500%
	50	WFB	Sandpointe Apartments	Sandpointe Associates,
    LP	Benjamin D. Eisler;
    Shirley E. Eisler; Allen Orwitz; Lea Orwitz; Eisler Revocable Trust; Allen Orwitz and Lea Orwitz Revocable Trusts	0.00500%
	51	AREF	The Preserve at Tumbling
    Creek	TCP Owner I, LLC	Paul Martorana	0.00500%
	52	WFB	Salem Center	24 Salem Partners,
    LLC	Rudy Nodar	0.00500%
	53	Basis	CVS - Williston	HC Williston Realty
    LLC, and SC Williston Realty LLC	Stephen R. Colen,
    Helen S. Colen	0.00500%
	54	AREF	Fairfield Inn &
    Suites - Huntsville	Helix Huntsville Holdings
    LLC	Shreyas Patel	0.00500%
	55	WFB	Walgreens - Clearwater	Port Jefferson, L.L.C.	Steven Frank	0.00500%
	56	Basis	Shops on Texas	De Anza Properties
    1, LLC	Richard A. Papapietro,
    Jr.	0.00500%
	57	Basis	Landover - ExtraSpace
    Self Storage	Goldies II Limited
    Partnership and The Goldberg Companies, Inc.	Larry S. Goldberg,
    Laurie L. Goldberg, Yale L. Goldberg	0.00500%
	58	Barclays	Baytown Self Storage	Baytown Self Storage
    Center, LTD.	Archie Tracy	0.00500%
	59	AREF	Baton Rouge Retail 	6556 Siegen Lane,
    LLC; 9827 Bluebonnet, LLC	Perri & Ben Goldenhersh	0.00500%
	59.01	AREF	6556
    Siegen Lane	 	 	 
	59.02	AREF	9827
    Bluebonnet Boulevard	 	 	 
	60	Natixis	Days Inn Iselin	The Jasani Group L.L.C.	Anisha Jasani; Barkat
    Jasani	0.00500%
	61	Basis	Okemos Plaza	Okemos Plaza, LLC	Dana Linkner	0.00500%
	62	AREF	Fedex - Akron	FedAkron, Inc.	NAV	0.00500%
	63	AREF	AllState Self Storage	MR Investments #4,
    LLLP	NAV	0.00500%
	64	WFB	National Self Storage
    – ELP 9	Socorro Self Storage,
    LLC	Richard D. Holdridge;
    Sue Holdridge	0.08250%




 









     


     


    



 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association
 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479


Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2017-C39

[OR OTHER CERTIFICATE REGISTRAR]


 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer
                                         of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
Mortgage Pass-Through Certificates, Series 2017-C39 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), 



 





 









		*	Purchaser must select one of the following two certifications.




 






    	Exhibit C-1



     


    

 


		 	(2), (3) or (7) of Regulation D (“Regulation D”) under the Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners are “accredited investors” within the meaning of
                                         Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional
                                         Accredited Investor”) and has such knowledge and experience in financial and
                                         business matters as to be capable of evaluating the merits and risks of its investment
                                         in the Certificates, and the Purchaser and any accounts for which it is acting are each
                                         able to bear the economic risk of the Purchaser’s or such account’s investment.
                                         The Purchaser is acquiring the Certificates purchased by it for its own account or for
                                         one or more accounts, each of which is an Institutional Accredited Investor, as to each
                                         of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes
                                         to reimburse the Trust for any costs incurred by it in connection with this transfer.


 



		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the
                                         Securities Act. The Purchaser is aware that the transfer is being made in reliance on
                                         Rule 144A, and the Purchaser has had the opportunity to obtain the information required
                                         to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the
view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain
investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities


 






    	Exhibit C-2



     


    

 


Act
or the securities laws of any State or any other jurisdiction, and that the Certificates cannot be reoffered, resold, pledged
or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an
                                         Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date
                                         hereof, no taxes will be required to be withheld by the Certificate Registrar (or its
                                         agent) with respect to distributions to be made on the Certificates. The Purchaser has
                                         attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or
                                         successor form, as applicable), which identifies such Purchaser as the beneficial owner
                                         of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii) IRS
                                         Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly
                                         executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser
                                         as the beneficial owner of the Certificates and state that interest and original issue
                                         discount on the Certificates and Permitted Investments is, or is expected to be, effectively
                                         connected with a U.S. trade or business. The Purchaser agrees to provide to the
                                         Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY
                                         or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms,
                                         or such other certifications as the Certificate Registrar may reasonably request, on
                                         or before the date that any such IRS form or certification expires or becomes obsolete,
                                         or promptly after the occurrence of any event requiring a change in the most recent IRS
                                         form of certification furnished by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States


 








 



		**	Each Purchaser must select one of the two alternative
certifications.



 


		***	Does not apply to a transfer of Class R Certificates.




 






    	Exhibit C-3



     


    

 



federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected
to be treated as U.S. Tax Persons).


 





8.            Please
make all payments due on the Certificates:****


 





	☐	(a)	by wire transfer to the following account at a
bank or entity in New York, New York, having appropriate facilities therefor:



 





	 	Bank:	 	 






	 	ABA #: 	 	 






	 	Account #:	 	 






	 	Attention:	 	 



 


	☐	(b)	by mailing a check or draft to the following address:









	 	 	 	 
	 	 	 	 
	 	 	 	 




  


9.            If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or
more partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



****  Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional
Amount, as applicable, of at least U.S. $5,000,000. 


 





    	Exhibit C-4



     


    

 


EXHIBIT
D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,
 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2017-C39
 [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39 (the “Certificates”) issued pursuant to the Pooling
                                         and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of August 1, 2017, by and among Wells Fargo Commercial Mortgage Securities, Inc.,
                                         as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
                                         LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect
record or beneficial ownership


 






    	Exhibit D-1-1



     


    

 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number
is [__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not
exceed the sum of:


 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 






    	Exhibit D-1-2



     


    

 


(iii)        the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code
for the month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


 


(i)          the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
$10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in


 






    	Exhibit D-1-3



     


    

 


substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that
is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor
to remain a Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit D-1-4



     


    

 








On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 



 




    	Exhibit D-1-5



     


    

 


EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,
 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2017-C39

[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39 (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 August 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)        No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)        The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)        The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate
that the Transferee will not continue to pay its debts as they become due in


 






    	Exhibit D-2-1



     


    

 


the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit D-2-2



     


    

 


EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Wells
Fargo Center


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) –


Wells
Fargo Commercial Mortgage Trust 2017-C39


[OR OTHER CERTIFICATE REGISTRAR]


 


Argentic
Real Estate Finance LLC,

as Retaining Sponsor


40
West 57th Street, 29th Floor


New
York, New York 10019


Attention:
Michael Schulte


 


Jeff
D. Blake, Esq.


Wells
Fargo Law Department, D1053-300


301
South College St.


Charlotte,
North Carolina 28288


 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375
Park Avenue, 2nd Floor, J0127 023


New
York, New York 10152


Attention:
A.J. Sfarra


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39 (the “Certificates”) issued pursuant to the Pooling
                                         and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of August 1, 2017, by and among Wells Fargo Commercial Mortgage Securities, Inc.,
                                         as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
                                         LLC, as Operating Advisor and as Asset Representations Reviewer



 


[_____]
(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:


 






    	Exhibit D-3-1



     


    

 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class [E-RR][F-RR][G-RR][H-RR]
                                         Certificates from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of an
                                         Class [E-RR][F-RR][G-RR][H-RR] Certificate by the Transferor unless the Purchaser, or
                                         such Purchaser’s agent, delivers to the Certificate Registrar, among other things,
                                         a certificate in substantially the same form as this certificate. The Purchaser expressly
                                         agrees that it will not consummate any such transfer if it knows or believes that any
                                         representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is (i) a Plan subject to ERISA or Section 4975 of the Code relying on PTE
                                         96-22 or (ii) an insurance company general account relying on PTCE 95-60 to cover its
                                         acquisition of the Class [E-RR][F-RR][G-RR][H-RR] Certificate, (a) all of the conditions
                                         of PTE 96-22 or of Parts I and III of PTCE 95-60, as applicable, will be satisfied with
                                         respect to the acquisition of the Class [E-RR][F-RR][G-RR][H-RR] Certificate and (b)
                                         the acquisition of the Class [E-RR][F-RR][G-RR][H-RR] Certificate will be effected through
                                         Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc. or
                                         Natixis Securities Americas LLC, or an affiliate thereof.



 


		4.	[Check
                                         one of the following]:



 


☐
     The transfer will occur during the Transfer Restriction Period and will comply with
all applicable requirements of the Risk Retention Rules.


 


☐
     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:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 






    	Exhibit D-3-2



     


    

 





	 	 	 
	 	ARGENTIC
REAL ESTATE FINANCE LLC, as Retaining Sponsor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit D-3-3



     


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Wells
Fargo Center


600
South 4th Street, 7th Floor 


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) –


Wells
Fargo Commercial Mortgage Trust 2017-C39

[OR OTHER CERTIFICATE REGISTRAR]


 


Argentic
Real Estate Finance LLC,

as Retaining Sponsor


40
West 57th Street, 29th Floor


New
York, New York 10019


Attention:
Michael Schulte 


 


Jeff
D. Blake, Esq.


Wells
Fargo Law Department, D1053-300


301
South College St.


Charlotte,
North Carolina 28288


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of [Class [E-RR][F-RR][G-RR][H-RR] Certificate] evidencing $[____] Certificate Balance in such Class. The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. 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.



 






    	Exhibit D-4-1



     


    

 


		2.	If
                                         the Purchaser is (i) a Plan subject to ERISA or Section 4975 of the Code relying on PTE
                                         96-22 or (ii) an insurance company general account relying on PTCE 95-60 to cover its
                                         acquisition of the Class [E-RR][F-RR][G-RR][H-RR] Certificate, (a) all of the conditions
                                         of PTE 96-22 or of Parts I and III of PTCE 95-60, as applicable, will be satisfied with
                                         respect to the acquisition of the Class [E-RR][F-RR][G-RR][H-RR] Certificate and (b)
                                         the acquisition of the Class [E-RR][F-RR][G-RR][H-RR] Certificate will be effected through
                                         Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc. or
                                         Natixis Securities Americas LLC, or an affiliate thereof



 


		3.	[Check
                                         one of the following]:



 


		☐	The
                                         transfer will occur during the Transfer Restriction Period and will comply with all applicable
                                         requirements of the Risk Retention Rules.



 


		☐	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 know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


	 	 	 
	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:





	 	 	 
	 	ARGENTIC
REAL ESTATE FINANCE LLC, as Retaining Sponsor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	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

1055 10th Ave SE
	 	Address:	Minneapolis, Minnesota 55414
 Attention:  Document Custody Group

                                                                                Wells Fargo Commercial Mortgage Trust 2017-C39

	 	Custodian/Trustee

Mortgage File No.:	 
	 	 	 
	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	Address:	
        c/o Wells Fargo
Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

	 	 	 
	 	Certificates:	Wells Fargo Commercial Mortgage Trust 2017-C39,

Commercial Mortgage Pass-Through Certificates,

Series 2017-C39


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of August 1, 2017, by and among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Trimont Real


 






    	Exhibit E-1



     


    

 


 Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer (the
“Pooling and Servicing Agreement”).


 


( )                             ___________________________


 


( )                             ___________________________


 


( )                             ___________________________


 


( )                             ___________________________






 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)        The
[Master Servicer] [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] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)        The
[Master Servicer] [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] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    	Exhibit E-2



     


    

 


EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,
 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2017-C39
 [OR OTHER CERTIFICATE REGISTRAR]


 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer
                                         of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance] in the
Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, Class [F-RR][G-RR][H-RR]
Certificates] issued pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the
Code, or any other plan subject to any federal, state or local law (“Similar


 






    	Exhibit F-1-1



     


    

 


Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting
on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company
general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar
Law purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
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 R AND CLASS V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,
 as Certificate Registrar


Wells Fargo Center

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –


Wells Fargo Commercial Mortgage Trust 2017-C39
 [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial
Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39, [Class V][Class R] Certificates
(the “[Class V][Class R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement
dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) a person acting
on behalf of any such Plan (including


 






    	Exhibit F-2-1



     


    

 


any entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) or using the assets of a Plan to purchase such [Class V][Class R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_______


 




    	Exhibit F-2-2



     


    

 


EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


 


 




    	Exhibit G-1



     


    

 



 


 



	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Asset
    Representations	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Reviewer/Operating
    Advisor	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Wells Fargo Commercial Mortgage Securities, Inc.	 	 	 	Wells Fargo Bank, National Association	 	 	 	LNR Partners, Inc.

	 	 	 	Trimont Real Estate Advisors, LLC	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	301 South College St	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	1601 Washington Avenue	 	 	 	One Alliance Center	 	 	 
	 	 	 	Charlotte, NC 28288-0166	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Suite 700	 	 	 	3500 Lenox Road, Suite G1	 	 	 
	 	 	 	 	 	 	 	Charlotte, NC 28202	 	 	 	Miami Beach, FL 33139	 	 	 	Atlanta, GA 30326	 	 	 
	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: ream_investorrelations@wellsfargo.com	 	 	 	Contact:  REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact:            www.lnrpartners.com	 	 	 	Contact:       Operatingadvisor@trimontrea.com	 	 	 
	 	 	 	Phone Number:    (704) 374-6161	 	 	 	 	 	 	 	Phone Number:  (305) 695-5600	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	This
                     report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank,
                     N.A. has not independently confirmed the accuracy of the information.

         

        Please
        visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention
        notices. In addition, certificateholders may register online for email notification when special notices are posted. For
        information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    Page 1 of 23 


     


    

 







	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less
                                         (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate
                                         balance of all classes which are not subordinate to the designated class and dividing
                                         the result by (A). 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 23 


     


    




	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23 


     


    

 











	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
    0.00  	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	V	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 23 


     


    




	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
    Reduction	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1)
        The Available Distribution Amount includes any Prepayment Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 23 


     


    









	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee
    - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wilmington
    Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual
    Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor
    Fee - Trimont Real Estate Advisors, LLC	0.00	 	 
	 	Default Interest and
    Late Payment Charges	0.00	 	 	Asset Representations
    Reviewer Fee - Trimont Real Estate	0.00	 	 
	 	Net Prepayment Interest
    Shortfall	0.00	 	 	Advisors, LLC	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	 	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 	 	 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on Trust
    Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from Liquidation
    and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior Principal
    Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	 	 	 	 
	 	Total Principal
    Collected	 	0.00	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments
    to Certificateholders & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 23 


     


    







	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 

        	 

        	 

        	 

        	 	 

        	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 23 


     


    
 



	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 23 


     


    





	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1)
Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases the most current DSCR provided by the Servicer is used.

To
the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations
as to the accuracy of the data provided by the borrower for this calculation.

	 
	 	 	 
	 	(2)
                     Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the
                     earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	 
	 	 	 
	 	(3)
                     Data in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.
	 
	 	The
    Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update
    File. To the extent that the Scheduled Balance Total figure for the “State” and “Property“ stratification
    tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by
    loans that have been modified into a split loan structure. The “State” and “Property” stratification
    tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a
    loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects
    the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	 
	 	 	 
	 	Note:
    There are no Hyper-Amortization Loans included in the Mortgage Pool.
	 
	 	 	 	 	 


 


    Page 9 of 23 


     


    

 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	MF 	-	Multi-Family	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other	2 	-	Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative Housing	4	-	Extension	 	 	     to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10 	- 	Deed in Lieu Of	 	 	 	5	-	Temporary Rate Reduction	10	-	Forbearance	 
	 	OF 	-	Office	ZZ	-	Missing Information 	6	-	DPO	 	 	    Foreclosure	 	 	 	 	 	 	 	 	 	 
	 	MU 	-	Mixed Use	SF	-	Single Family	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 






 


    Page 10 of 23 


     


    

 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) The
    Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI
    of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 23 


     


    


 







 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document

    Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance 

    Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 23 


     


    


 



	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23 


     


    


 



	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of
 Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-   Current	4	-	Performing Matured Balloon	1	-	Modification	7	-	REO	11	-	Full Payoff	 	 
	 	 	 	 	But Still in Grace
    Period	1	-   30-59 Days Delinquent	5	-	Non Performing Matured Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	-   60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	-   90-120 Days Delinquent	 	 	 	4 	-	Extension	 	 	  to Master Servicer	98	-	Other	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10 	-	Deed In Lieu Of	 	 	 	 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	  Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 23 


     


    


 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	 	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage	 
	 	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities	 
	 	4	-  Extension	 	 	  to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing	 
	 	5	-  Note Sale	10 	-	Deed in Lieu Of	 	 	 	MH	-	Mobile Home Park	WH	-	Warehouse	 
	 	6	-  DPO	 	 	  Foreclosure	 	 	 	OF	-	Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU 	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 23 


     


    


 







 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

     Phase 1 Date 	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
    from Special Servicer	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage	 
	 	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities	 
	 	4	-  Extension	 	 	  to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing	 
	 	5	-  Note Sale	10 	-	Deed in Lieu Of	 	 	 	MH	-	Mobile Home Park	WH	-	Warehouse	 
	 	6	-  DPO	 	 	  Foreclosure	 	 	 	OF	-	Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU 	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 23 


     


    


 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 23 


     


    


 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 23 


     


    


 


	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 23 


     


    



 






	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 23 


     


    


 



	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 23 


     


    


 



	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
     (Shortfalls)/

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 23 


     


    

 

	 	 	 	 
		Wells
                                         Fargo Commercial Mortgage Trust 2017-C39

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-C39
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	9/15/17
	Corporate Trust Services	Record Date:	8/31/17
	8480 Stagecoach Circle	Determination
    Date:	9/11/17
	Frederick, MD 21701-4747		



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 23 of 23 


     


    




 


 


EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
Series 2017-C39” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee WFCM 2017-C39, its successors and assigns, all right, title and interest of the Assignor in and
to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit H-1



     


    

 


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,
 as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States;


 





 



*
       Select appropriate depository.



 






    	Exhibit I-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:
Wells Fargo Commercial Mortgage Securities, Inc.


 








 



**
      Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 





    	Exhibit I-2



     


    

 


EXHIBIT
J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY 

CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER 

RESTRICTED
PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. 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: Wells Fargo Commercial Mortgage Securities, Inc.


 








 



*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 





    	Exhibit J-2



     


    

 


EXHIBIT
K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-

ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING


RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository
in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or
transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP
No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 


 






*
       Select appropriate depository.


 







    	Exhibit K-1



     


    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    	Exhibit K-2



     


    

 


EXHIBIT
L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-

ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE
AFTER 

RESTRICTED PERIOD


 


(Exchanges
pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. 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.


 


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


 





 



*      Select,
as applicable.



 






    	Exhibit L-1



     


    

 


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)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States;


 


 



*
      Select appropriate depository.



 






    	Exhibit M-1



     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master 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: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 





    	Exhibit M-2



     


    

 



EXHIBIT
N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO 

REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. 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: Wells Fargo Commercial Mortgage Securities, Inc.


 


 









*
Insert one of these two provisions, which come from the
definition of “offshore transaction” in Regulation S.


 







 






    Exhibit N-2


     


    

 





EXHIBIT
O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600 South 4th Street,
7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. 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.


 


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


 






    Exhibit O-1


     


    

 


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: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit O-2


     


    

 


EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer, 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, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or


 






    Exhibit P-1A-1


     


    

 


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:	 
	 	Title:
	 	Company:
	 	Phone:





 









    Exhibit P-1A-2


     


    

 


EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR
A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Wells
                                         Fargo Bank, National Association

                                                                                                                  Commercial
                                         Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: WFCM 2017-C39 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust

    Series 2017-C39

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Trimont
                                         Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        Georgia 30326,

        Attention:
        Operating Advisor

        Facsimile
        No.: (404) 420 5610

        Email:
        operatingadvisor@trimontrea.com
	Wells
                                         Fargo Bank, National Association

                                         600 South 4th Street, 7th Floor

                                         MAC N9300-070
 Minneapolis,
                                         Minnesota  55479
 Attention:  Corporate
                                         Trust Services (CMBS)
 Wells Fargo Commercial
                                         Mortgage Trust

                                                                                Series
                                         2017-C39

	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: WFCM 2017-C39

        CMBSTrustee@wilmingtontrust.com
	LNR
                                         Partners, LLC

        1601
        Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Thomas F. Nealon, III, Esq.,

        Andrew
        J. Sossen, Esq. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: lnr.cmbs.notices@lnrproperty.com



 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].


 






    Exhibit P-1B-1


     


    

 


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
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.


 


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


 






    Exhibit P-1B-2


     


    

 


and
Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered
mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:








 






    Exhibit P-1B-3


     


    

 


EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS 

OTHER THAN THE DIRECTING CERTIFICATEHOLDER 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)

Wells Fargo Commercial Mortgage Trust 2017-C39

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2017-C39 Asset Manager


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer, 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.


 


4.       The
undersigned is a Borrower Party.


 






    Exhibit P-1C-1


     


    

 


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.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:








 






    Exhibit P-1C-2


     


    

 


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: WFCM 2017-C39 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust

    Series 2017-C39

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Trimont
                                         Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        Georgia 30326,

        Attention:
        Operating Advisor

        Facsimile
        No.: (404) 420 5610

        Email:
        operatingadvisor@trimontrea.com
	Wells
                                         Fargo Bank, National Association

                                         600 South 4th Street, 7th Floor

                                         MAC N9300-070
 Minneapolis,
                                         Minnesota  55479
 Attention:  Corporate
                                         Trust Services (CMBS)
 Wells Fargo Commercial
                                         Mortgage Trust

                                                                                Series
                                         2017-C39

	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: WFCM 2017-C39

        CMBSTrustee@wilmingtontrust.com

         
	LNR
                                         Partners, LLC

        1601
        Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Thomas F. Nealon, III, Esq.,

        Andrew
        J. Sossen, Esq. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: lnr.cmbs.notices@lnrproperty.com

         



 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer, 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].


 






    Exhibit P-1D-1


     


    

 


2.       The
undersigned [is][voluntarily elects to be treated as] 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 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,


 






    Exhibit P-1D-2


     


    

 


the
undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	Title:
	 	Company:
	 	Phone:





 






    Exhibit P-1D-3


     


    

 





EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells
                                         Fargo Bank, National Association

                                                                                                                  Commercial
                                         Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: WFCM 2017-C39 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust

    Series 2017-C39

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Trimont
                                         Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        Georgia 30326,

        Attention:
        Operating Advisor

        Facsimile
        No.: (404) 420 5610

        Email:
        operatingadvisor@trimontrea.com
	Wells
                                         Fargo Bank, National Association

                                         600 South 4th Street, 7th Floor

                                         MAC N9300-070
 Minneapolis,
                                         Minnesota  55479
 Attention:  Corporate
                                         Trust Services (CMBS)
 Wells Fargo Commercial
                                         Mortgage Trust

                                                                                Series
                                         2017-C39

	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: WFCM 2017-C39

        CMBSTrustee@wilmingtontrust.com

         
	LNR
                                         Partners, LLC

        1601
        Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Thomas F. Nealon, III, Esq.,

        Andrew
        J. Sossen, Esq. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: lnr.cmbs.notices@lnrproperty.com



 


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, Class Certificates



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE
TRUST 2017-C39, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C39, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates
(the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 






    Exhibit P-1E-1


     


    

 


2.       The
undersigned [has become][has elected to be treated as] 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 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


 






    Exhibit P-1E-3


     


    

 


termination
of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and shall not access any
Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder
status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    Exhibit P-1E-4


     


    

 





EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS 

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2017-C39

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: Wells Fargo Commercial Mortgage Trust Series 2017-C39


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


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][has elected to be treated as] a Borrower Party with respect to the following [Mortgage Loan(s)] [and]
[Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Wells Fargo Commercial Mortgage Trust 2017-C39 securitization should be revoked as to such users:


 





	 		 
	 		 
	 		 
	 		 
		 	 
		 	 
		 	 


 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1F-2


     


    

 





	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 





	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, Certificate Administrator	 
	 	 
	Name:	 
	Title:	 










 






    Exhibit P-1F-3


     


    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	Wells
                                         Fargo Bank, National Association

                                                                                                                  Commercial
                                         Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: WFCM 2017-C39 Asset Manager

        Commercial.servicing@wellsfargo.com
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust

    Series 2017-C39

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Trimont
                                         Real Estate Advisors, LLC

        One
        Alliance Center

        3500
        Lenox Road, Suite G1

        Atlanta,
        Georgia 30326,

        Attention:
        Operating Advisor

        Facsimile
        No.: (404) 420 5610

        Email:
        operatingadvisor@trimontrea.com
	Wells
                                         Fargo Bank, National Association

                                         600 South 4th Street, 7th Floor

                                         MAC N9300-070
 Minneapolis,
                                         Minnesota  55479
 Attention:  Corporate
                                         Trust Services (CMBS)
 Wells Fargo Commercial
                                         Mortgage Trust

                                                                                Series
                                         2017-C39

	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: WFCM 2017-C39

        CMBSTrustee@wilmingtontrust.com

         
	LNR
                                         Partners, LLC

        1601
        Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Thomas F. Nealon, III, Esq.,

        Andrew
        J. Sossen, Esq. and Job Warshaw

        Facsimile number: (305) 695-5601

        Email: lnr.cmbs.notices@lnrproperty.com



 


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, 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][hereby revokes its voluntary election to be treated as a Borrower Party with respect to
the [_________] Mortgage Loan].


 


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.


 






    Exhibit P-1G-1


     


    

 


4.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    Exhibit P-1G-2


     


    

 





EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2017-C39


 


		Attention:	Wells
Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont
Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer, 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.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-2-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    Exhibit P-2-2


     


    

 



ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities,
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial
Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as
Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets underlying or referenced by the Certificates,
including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with
respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website
of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including
the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided
by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 






    Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 






    Exhibit P-2-4


     


    

 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells
Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 




    Exhibit P-2-5


     


    

 


EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2017-C39


 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39____________________



 


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
August 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont
Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited, Moody’s Analytics or Thomson Reuters Corporation, a market data
                                         provider that has been given access to the Statements to Certificateholders, CREFC®
                                         Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 






    Exhibit P-3-1


     


    

 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:




  




    Exhibit P-3-2


     


    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial
Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement,
reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined
that (i) subject to the final proviso of the definition of “Mortgage File”, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit
and the required officer’s certificate), if any, of the definition of “Mortgage File,” as applicable, are in
its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed
by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



     Exhibit Q-1


     


    




 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra





CRRCompliance@wellsfargo.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-C39 Asset Manager





commercial.servicing@wellsfargo.com


  


LNR
Partners, LLC





1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: lnr.cmbs.notices@lnrproperty.com


  


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-C39





CMBSTrustee@wilmingtontrust.com


  


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2017-C39





trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


Trimont
Real Estate Advisors, LLC





One
Alliance Center 


3500
Lenox Road, Suite G1





Atlanta,
Georgia 30326, 


Attention:
Operating Advisor


Facsimile
No.: (404) 420-5610


Email:
operatingadvisor@trimontrea.com


 






     Exhibit Q-2


     


    

 


Wells
Fargo Bank, National Association





301
South College St. 


Charlotte,
North Carolina 28288


Attention:
Wells Fargo Commercial Mortgage Trust 2017-C39,


Commercial
Mortgage Pass-Through Certificates, Series 2017-C39


 


with
a copy to:


 


Jeff
D. Blake, Esq., Senior Counsel


Wells
Fargo Law Department, D1053-300


301
South College St.


Charlotte,
North Carolina, 28288


jeff.blake@wellsfargo.com


 


and
a copy to:


 


Ross
Stewart


Wells
Fargo Bank, National Association


333
Market Street, 17th Floor


San
Francisco, CA 94105


Telephone
number: (415) 801-8505


Email:
ross.l.stewart@wellsfargo.com


 


Argentic
Real Estate Finance LLC


40
West 57th Street, 29th Floor


New
York, New York 10019


Attention:
Michael Schulte





Facsimile
No.: (646) 560-1745


 


Barclays
Bank PLC

745 Seventh Avenue

New York, New York

Facsimile No.: (646) 758-1700

Attention: Daniel Vinson, Managing Director

Email: Daniel.vinson@barclays.com


 


with
a copy to:



Barclays Bank PLC

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


Natixis
Real Estate Capital LLC


 






     Exhibit Q-3


     


    

 


1251
Avenue of the Americas


New
York, New York 10020


Attention:
Real Estate Administration


fax
number: (212) 891 5777


Email:
USCIBGlobalFinanceAssetManagementTeam@us.natixis.com


 


for
all legal notices to:


 


Natixis
North America LLC





1251
Avenue of the Americas 


New
York, New York 10020


Attention:
Office of the General Counsel


Email:
legal.notices@us.natixis.com


 


Basis
Real Estate Capital II, LLC


75
Broad Street, Suite 1602


New
York, New York 10004


Attention:
Tammy K. Jones


 





with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP


One
World Financial Center


New
York, New York 10281


Attention:
Y. Jeffrey Rotblat


 




     Exhibit Q-4


     


    

 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2017-C39 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 WFCM 2017-C39, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement
dated as of August 1, 2017 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “ Master Servicer”),
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), the Trustee, and Trimont Real Estate Advisors, LLC, as operating advisor
and as asset representations reviewer hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s
officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the 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,



 






     Exhibit R-1-3


     


    

 


	 	 	consents
                                         to and monitoring of the application of any proceeds of insurance policies or condemnation
                                         awards to the restoration of the related Mortgaged Property, REO Property or otherwise,
                                         documents relating to the management, operation, maintenance, repair, leasing and marketing
                                         of the related Mortgaged Properties or REO Properties (including agreements and requests
                                         by any borrower with respect to modifications of the standards of operation and management
                                         of such Mortgaged Properties or the replacement of asset managers), documents exercising
                                         any or all of the rights, powers and privileges granted or provided to the holder of
                                         any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
                                         and attornment agreements or other leasing or rental arrangements, any easements, covenants,
                                         conditions, restrictions, equitable servitudes, or land use or zoning requirements with
                                         respect to the Mortgaged Properties or REO Properties, instruments relating to the custody
                                         of any collateral that now secures or hereafter may secure any Mortgage Loan and any
                                         other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the 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 or in the Agreement. 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 or limit 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.


 






     Exhibit R-1-4


     


    

 


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 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 Wells Fargo Commercial Mortgage Trust 2017-C39 has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


 








	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, as Trustee for Wells Fargo Commercial Mortgage Trust 2017-C39
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





	 	Prepared by:
	 	 	 
	 	 	Name:




 





	Witness:	 
	 	 




 






     Exhibit R-1-5


     


    

  


	Witness:	 
	 	 


 






     Exhibit R-1-6


     


    

 


 





	STATE OF DELAWARE	)
	 	) ss.:
	COUNTY OF	)




 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 


		
	 Notary
                                         Public



 




	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 







     Exhibit R-1-7


     


    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


{insert
address}


 


 









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 August 1, 2017 (the
“Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer, certificate administrator, paying agent and custodian, LNR Partners, LLC, as special
servicer, and the Trustee, and the Trustee hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s
officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items (1) through (13) below with respect to the Mortgage
Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the terms of the Agreement. Capitalized terms used herein and not otherwise
defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.

                                         




 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting such Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.

                                         







		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 






     Exhibit R-2-1


     


    

 


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or full conveyance upon payment and discharge
                                         of all sums secured thereby, including, without limitation, cancellation of the related
                                         promissory note.



 


		7.	The
                                         assignment of any Mortgage and the related promissory note and other loan documents,
                                         in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced
                                         thereby.



 


		8.	The
                                         full assignment of a Mortgage upon payment and discharge of all sums secured thereby
                                         in conjunction with the refinancing thereof, including, without limitation, the assignment
                                         of the related promissory note and other loan documents.



  


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;

                                         







		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;

                                         







		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         filing, prosecution and defense of claims, and the appearance on behalf of the Trustee,
                                         in bankruptcy cases affecting any Mortgage or the related promissory note;

                                         







		f.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;

                                         











     Exhibit R-2-2


     


    

 


		g.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



  


		h.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and

                                         







		i.	the
                                         preparation and execution of such other documents and the performance of such other actions
                                         as may be necessary under the terms of the Mortgage or state law to expeditiously complete
                                         said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of  the property to
                                         a party contracted to purchase same;



 





		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the Mortgaged
                                         Property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage or other security document in
                                         the related Mortgage File or the related Mortgaged Property and other related collateral;



  


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to



 






     Exhibit R-2-3


     


    

 


	 	 	any
                                         mezzanine financing to be secured by the ownership interests in a borrower, consents
                                         to and monitoring of the application of any proceeds of insurance policies or condemnation
                                         awards to the restoration of the related Mortgaged Property, REO Property or otherwise,
                                         documents relating to the management, operation, maintenance, repair, leasing and marketing
                                         of the related Mortgaged Properties (including agreements and requests by any borrower
                                         with respect to modifications of the standards of operation and management of such Mortgaged
                                         Properties or the replacement of asset managers) or REO Properties, documents exercising
                                         any or all of the rights, powers and privileges granted or provided to the holder of
                                         any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
                                         and attornment agreements or other leasing or rental arrangements, management agreements,
                                         any easements, covenants, conditions, restrictions, equitable servitudes, or land use
                                         or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments
                                         relating to the custody of any collateral that now secures or hereafter may secure any
                                         Mortgage Loan and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


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 has the power to delegate its rights or obligations under the Agreement, the 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 attorneys-in-fact shall have no greater authority
than that held by the 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
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the Special Servicer shall promptly forward a copy of same to the
Trustee.


 






     Exhibit R-2-4


     


    

 


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to mortgages, deeds of trust or the related promissory notes not
authorized by the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of or in connection with the negligent use, or negligent
or willful misuse, of this Limited Power of Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted
to it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or
the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
Mortgage Pass-Through Certificates 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 Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial
    Mortgage Trust 2017-C39
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	Prepared by:
	 	 
	 	Name:



 





	Prepared by:	 
	 	 
	Name:	 
	Title: 	 







 










     Exhibit R-2-5


     


    

 


		Address:	Wilmington
                                         Trust, National Association 

                                         1100 North Market Street 

                                         Wilmington, Delaware 19890



 


Witness:


_______________________


  




     Exhibit R-2-6


     


    

 


State
of Delaware}


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
	225
    & 233 Park Avenue South Whole Loan	NOTES
                                         A-2 AND A-3

         

        Barclays
        Bank PLC 

        745
        Seventh Avenue 

        New
        York, New York 10019 

        Attention:
        Michael Birajiclian 

         

        NOTE
        A-4

         

        WFCM
        2017-C38 Master Servicer:

         

        Wells
        Fargo Bank, National Association 

        Commercial
        Mortgage Servicing 

        Three
        Wells Fargo 

        MAC
        D1050-084 

        401
        South Tryon Street, 8th Floor 

        Charlotte,
        North Carolina 28202 

        Attention:
        WFCM 2017-C38 Asset Manager 

        Email:
        commercial.servicing@wellsfargo.com 

         

        and
        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 

         

        WFCM
        2017 Special Servicer: 

         

        KeyBank
        National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Clark Rodgers 

        Facsimile
        number: (877) 379-1625 

         

        with
        a copy to: 

         

        Polsinelli
        PC 

        900
        West 48th Place, Suite 900 

        


         




 






    Exhibit S-1


     


    

 


 


	 	Kansas
    City, Missouri 64112 Attention:
                                     Kraig Kohring 

        Facsimile
        number: (816) 753-1536

         

        WFCM
        2017-C38 Trustee: 

         

        Wilmington
        Trust, National Association

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee WFCM 2017-C38

         

        with
        a copy to: 

         

        CMBSTrustee@wilmingtontrust.com 

        Facsimile
        No.: (302) 636-4140 

         

        WFCM
        2017-C38 Certificate Administrator: 

         

        Wells
        Fargo Bank, National Association 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services – WFCM 2017-C38 

         

        with
        a copy to: 

         

        cts.cmbs.bond.admin@wellsfargo.com 

        trustadministrationgroup@wellsfargo.com

	Lakeside
    Shopping Center Whole Loan	NOTE
                                         A-1

         

        Morgan
        Stanley Bank, N.A. 

        1585
        Broadway 

        New
        York, New York 10036 

        Attention:
        Jane H. Lam 

         

        with
        a copy to: 

         

        Morgan
        Stanley Bank, N.A.

        1221
        Avenue of the Americas 

        New
        York, New York 10020 

        Attention:
        Legal Compliance Division 

         

        and 

         

        cmbs_notices@morganstanley.com 

         

        NOTE
        A-3


         




 






    Exhibit S-2


     


    

 


	 	Barclays
                                         Bank PLC 

        745
        Seventh Avenue 

        New
        York, New York 10019 

        Attention:
        Michael Birajiclian 

         

	Long
    Island Prime – Uniondale Whole Loan	NOTES
                                         A-1-1 AND A-1-2

         

        Goldman
        Sachs Mortgage Company 

        200
        West Street 

        New
        York, New York 10282 

        Attention:
        Leah Nivison 

        Email:
        leah.nivison@gs.com 

         

        with
        a copy to: 

         

        Goldman
        Sachs Mortgage Company 

        6011
        Connection Drive, Suite 550 

        Irving,
        Texas 75039 

        Attention:
        Joe Osborne 

        Email:
        joe.osborne@gs.com 

         

        NOTE
        A-2-2

         

        Barclays
        Bank PLC 

        745
        Seventh Avenue 

        New
        York, New York 10019 

        Attention:
        Michael Birajiclian 

         

	Columbia
    Park Shopping Center Whole Loan	NOTE
                                         A-2

         

        SPREF
        WH III LLC 

        40
        West 57th Street, 29th Floor 

        New
        York, New York 10019 

        Attention:
        Michael Schulte 

         

        with
        a copy to: 

         

        Dechert
        LLP 

        2929
        Arch Street 

        Philadelphia,
        Pennsylvania 19104 

        Attention:
        Richard D. Jones 

         

	University
    Center Chicago Whole Loan	NOTE
                                         A-1

         

        Wells
        Fargo Bank, National Association 


         




 






    Exhibit S-3


     


    

 


	 	NOTICE
                                         ADDRESS:

         

        Wells
        Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra 

        Email:
        Anthony.sfarra@wellsfargo.com 

         

        with
        a copy to:

         

        Jeff
        D. Blake, Esq.

        Senior Counsel

        Wells Fargo Law Department

        D1053-300

        301 South College St.

        Charlotte, North Carolina 28288

        Email:
        jeff.blake@wellsfargo.com 

         

        with
        a copy to (if by email): 

         

        mike.jewesson@alston.com
        and peter.mckee@alston.com 

         


	Cleveland
    East Office Portfolio Whole Loan	NOTE
                                         A-2

         

        SPREF
        WH III LLC 

        40
        West 57th Street, 29th Floor 

        New
        York, New York 10019 

        Attention:
        Michael Schulte

         

        with
        a copy to: 

         

        Dechert
        LLP 

        2929
        Arch Street 

        Philadelphia,
        Pennsylvania 19104 

        Attention:
        Richard D. Jones 

         

	Crowne
    Plaza JFK Whole Loan	NOTE
                                         A-1

         

        MSC
        2017-H1 Master Servicer: 

         

        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 

        Facsimile:
        (888) 706-3565  


         




 






    Exhibit S-4


     


    

 


	 	 

                                                                                                                                                                                                    with
                                         a copy to:


 


Stinson
Leonard Street LLP 


1201
Walnut Street 


Suite
2900 


Kansas
City, Missouri 64106-2150 


Fax
Number: (816) 412-9338 


Attention:
Kenda K. Tomes 


Email:
kenda.tomes@stinson.com


 


MSC
2017-H1 Special Servicer:


 


LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw 


Facsimile
number: (305) 695-5601 


With
a copy by email to: tnealon@lnrpartners.com, asossen@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrpartners.com


 


or
solely with respect to email pursuant to Section 3.13(c) or Section 13.10 hereof, by email to inquiries@lnrproperty.com


 


MSC
2017-H1 Certificate Administrator or Trustee:


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – MSC 2017-H1 


With a copy by email to: trustadministrationgroup@wellsfargo.com
and cts.cmbs.bond.admin@wellsfargo.com


 





	Hilton
    Garden Inn Chicago/North Loop Whole Loan	NOTE
                                         A-1

         

        Wells
        Fargo Bank, National Association

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra 

        Email:
        Anthony.sfarra@wellsfargo.com 




  






    Exhibit S-5


     


    

 


	 	 with
                                         a copy to:

         

        Jeff
        D. Blake, Esq.

        Senior Counsel

        Wells Fargo Law Department

        D1053-300

        301 South College St.

        Charlotte, North Carolina 28288 

        Email:
        jeff.blake@wellsfargo.com

         

        with
        a copy to (if by email):

         

        mike.jewesson@alston.com
        and peter.mckee@alston.com

         



 


    Exhibit S-6


     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR
245 park avenue Mortgage Loan: 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


401
South Tryon Street, 8th Floor 


MAC
D1050-084 


Charlotte,
North Carolina 28202 


Attention:
JPMCC 2017-245P Asset Manager 


Email:
commercial.servicing@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association 


Legal
Department 


301
South College Street 


D1053-300 


Charlotte,
North Carolina 28202 


Attention:
Commercial Mortgage Servicing Legal Support 


 


with
an additional copy to:


 


K&L
Gates LLP 


Hearst
Tower 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


stacy.ackermann@klgates.com]


 




    Exhibit T-1


     


    

  


[FOR
TWO INDEPENDENCE SQUARE MORTGAGE LOAN: 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile number: (877) 379-1625

Email: michael_a_tilden@keybank.com



with a copy to:



Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile number: (816) 753-1536

Email: kkohring@polsinelli.com] 


 


[FOR
YESHIVA UNIVERSITY PORTFOLIO MORTGAGE LOAN] 


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 


steve.smith@midlandls.com 


with
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes 


kenda.tomes@stinson.com]


  


[fOR
starwood capital group hotel portfolio Mortgage Loan: 


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 


steve.smith@midlandls.com 


with
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes 


kenda.tomes@stinson.com]


 


[FOR
Del amo fashion center Mortgage Loan: 


LNR
Partners, LLC


 






    Exhibit T-2


     


    

 


1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: lnr.cmbs.notices@lnrproperty.com


 


with
a copy to:


 


Polsinelli
PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com] 


 


[FOR
FIRST STAMFORD PLACE MORTGAGE LOAN


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: UBS 2017-C1 Asset Manager

Email: commercial.servicing@wellsfargo.com 


 


with
a copy to:


 


Wells
Fargo Bank, National Association


Legal
Department 


301
South College Street 


D1053-300 


Charlotte,
North Carolina 28202 


Attention:
Commercial Mortgage Servicing Legal Support 


 


with
an additional copy to:


 


K&L
Gates LLP 


Hearst
Tower 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


stacy.ackermann@klgates.com]


 






    Exhibit T-3


     


    

  


[FOR
The istar leaseD fee portfolio MORTGAGE LOAN:

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 


steve.smith@midlandls.com


 


with
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes 


kenda.tomes@stinson.com]


 


[FOR
The MARBLE HALL GARDENS MORTGAGE LOAN:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2017-C8 Asset Manager

Email: commercial.servicing@wellsfargo.com 


 


with
a copy to:


 


Wells
Fargo Bank, National Association 


Legal
Department 


301
South College Street, TW-30 


Charlotte,
North Carolina 28202 


Attention:
Commercial Mortgage Servicing Legal Support 


Reference:
CSAIL 2017-C8 


 


with
an additional copy to:


 


K&L
Gates LLP 


Hearst
Tower, 47th Floor 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


stacy.ackermann@klgates.com]


 






    Exhibit T-4


     


    

  


VIA
EMAIL


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39,

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-C39



 


Ladies
and Gentlemen:


 


As
you know, [Wells Fargo Bank, National Association][KeyBank National Association][Midland Loan Services, a Division of PNC Bank,
National Association], acts as the master servicer (the “Lead Master Servicer”) for the whole loan secured
by the [mortgaged property][portfolio of mortgaged properties] identified as [245 Park Avenue][Two Independence Square][Yeshiva
University Portfolio][Starwood Capital Group Hotel Portfolio][Del Amo Fashion Center][First Stamford Place][iStar Leased Fee Portfolio][Marble
Hall Gardens] (the “Subject Whole Loan”) under the relating to the [245 Park Avenue Trust 2017-245P][CSMC 2017-MOON][MSC
2017-H1][DBJPM 2017-C6][DAFC 2017-AMO][JPMCC 2017-JP7][CSAIL 2017-C8] [pooling][trust] and servicing agreement (the “Lead
PSA”). This is to inform you that Note[s] [_][_][_][_][_][_][_][_][_][_] of the Subject Whole Loan (the “Subject
Mortgage Loan”) [has][have] been transferred to Wells Fargo Commercial Mortgage Trust 2017-C39 pursuant to that certain
Pooling and Servicing Agreement, dated August 1, 2017 (the “2017-C39 Pooling Agreement”) by and among Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “2017-C39 Master Servicer”), LNR Partners, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “2017-C39 Certificate Administrator”), Wilmington
Trust, National Association, as trustee (the “2017-C39 Trustee”), and Trimont Real Estate Advisors, LLC, as
operating advisor and as asset representations reviewer, and that the 2017-C39 Trustee is the holder of the Subject Mortgage Loan.


 


The
undersigned, as 2017-C39 Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject
Whole Loan, to remit to the 2017-C39 Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the 2017-C39 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-C39 Pooling Agreement) and the Lead PSA.


 


The
Subject Mortgage Loan is not a Significant Obligor (as such term is defined in the 2017-C39 Pooling Agreement) under the 2017-C39
Pooling Agreement.


 


Thank
you for your attention to this matter.


 





	Date:	 	 






 






    Exhibit T-5


     


    




 


	 	Wells Fargo Bank, National Association,
    as
	 	 	 Certificate Administrator for the Holders
    of

     the Wells Fargo Commercial Mortgage

     Trust 2017-C39, Commercial Mortgage

     Pass-Through Certificates, Series 2017-C39
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:



 




    Exhibit T-6


     


    

 


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



 


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


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
                                         Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
                                         as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
                                         LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date:
_________, 20___


 




    Exhibit U-1


     


    

 


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


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)          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 no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”). 


Transaction:
Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 


Operating
Advisor: Trimont Real Estate Advisors, LLC 


Special
Servicer: LNR Partners, LLC 


Directing
Certificateholder: [B-Piece Income USA 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 operational activities to service certain Specially
Serviced Loans in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not]
believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing
Agreement. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 









1  
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 








    Exhibit V-1


     


    

 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed
                                         the Asset Status Reports, the Special Servicer’s assessment of compliance report,
                                         attestation report by a third party regarding the Special Servicer’s compliance
                                         with its obligations and net present value calculations and Appraisal Reduction Amount
                                         calculations and [LIST OTHER REVIEWED INFORMATION] for the following [  ] Specially
                                         Serviced Loans: [List related mortgage loans]



 


		2.	Consulted
                                         with the Special Servicer as provided under the Pooling and Servicing Agreement. The
                                         Operating Advisor’s analysis of the Asset Status Reports (including related net
                                         present value calculations and Appraisal Reduction Amount calculations) related to the
                                         Specially Serviced Loans should be considered a limited investigation and not be considered
                                         a full or limited audit. For instance, we did not review each page of the Special Servicer’s
                                         policy and procedure manuals (including amendments and appendices), re-engineer the quantitative
                                         aspects of their net present value calculator, visit any property, visit the Special
                                         Servicer, visit the Directing Certificateholder or interact with any borrower. In addition,
                                         our review of the net present value calculations and Appraisal Reduction Amount calculations
                                         is limited to the mathematical accuracy of the calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas, and as such, does not take
                                         into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the 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 made by the Operating Advisor. Such recommendations generally
                                         included the following: [LIST].



 


		3.	Appraisal
                                         Reduction Amount calculations and net present value calculations:



 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any Appraisal Reduction Amount or net present value calculations used
                                         in the 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.



 






    Exhibit V-2


     


    

 


		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].



 


		IV.	Qualifications
                                         Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The
                                         Operating Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
                                         Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder
                                         directly. As such, the Operating Advisor generally relied upon the information delivered
                                         to it by the Special Servicer as well as its interaction with the Special Servicer, if
                                         any, in gathering the relevant information to generate this report.



 


		2.	The
                                         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.



 


		3.	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.



 


		4.	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.



 


		5.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 






    Exhibit V-3


     


    




 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


 


Wilmington
Trust, National Association

  as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2017-C39


 


Wells
Fargo Bank, National Association

  as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2017-C39





Email:
trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


LNR
Partners, LLC 


as
Special Servicer 


1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: lnr.cmbs.notices@lnrproperty.com 


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39, 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 August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
Mortgage Pass-Through Certificates, Series 2017-C39 (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 actions conducted pursuant to and in accordance with Section 3.26 of the
Pooling and Servicing Agreement, it is our


 






    Exhibit W-1


     


    

 


assessment
that LNR Partners, LLC, in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing
Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that LNR Partners, LLC be removed as Special Servicer and that [________] be
appointed its successor in such capacity.


 





	 	

                     Very
                    truly yours,

	 	 
	 	 	  [The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:
	Dated:	 	 



  




    Exhibit W-2


     


    

 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-C39 Asset Manager

Telecopy Number: (704) 715-0036]


 


[LNR
Partners, LLC


1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: lnr.cmbs.notices@lnrproperty.com]


 


		Re:	Access
                                         to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2017-C39, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-C39



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/LNR Partners, LLC (“LNR”)] 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/LNR] will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related


 






    Exhibit X-1


     


    

 


[                    ]
[        ], 20[    ] 

Page 2


 


Mortgaged
Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information
provided to [Wells Fargo/LNR] by third parties, (b) may not have been verified by [Wells Fargo/LNR], and (c) may be
incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/LNR], the [“Master Servicer”/“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below)
shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the
Confidential Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/LNR]’s failure or inability
to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute
“Confidential Information” for purposes of this letter agreement: (a) information that was already in
Company’s possession prior to its receipt from [Wells Fargo/LNR]; (b) information that is obtained by Company from
a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual,
legal or fiduciary obligation to [Wells Fargo/LNR]; (c) information that is or becomes publicly available through no fault
of Company; and (d) information that is independently developed by Company. The term “Representatives” with respect
to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel
(which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/LNR]’s election): (i) responses to
reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo/LNR]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information available
on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo/LNR] may cease
or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives violate
any provision hereof, or (b) [Wells Fargo/LNR] determines (in its sole discretion) that such termination is necessary for
any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Wells Fargo/LNR] shall cease to provide the Company with Confidential
Information if [Wells Fargo/LNR] has actual knowledge that the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan documents and [Wells Fargo/LNR] 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/LNR]’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


 






    Exhibit X-2


     


    

 


[                    ]
[        ], 20[    ] 

Page 3


 


of
this letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures
to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or
is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership
interest or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such
persons shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this
agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/LNR] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo/LNR]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


[                    ]
[        ], 20[    ] 

Page 4


 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	 	Very truly yours,
	 	 	 	 
	 	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	 	 Name:
	 	 	 	 Title:]
	 	 	 	 
	 	 	[LNR
    Partners, LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	 Name:
	 	 	 	 Title:]
	 	 	 	 
	CONFIRMED AND AGREED TO:	 	 
	 	 	 	 
	[COMPANY NAME]	 	 
	 	 	 	 
	By:	  	 	 
	 	 Name:

Title:	 	 



 




    Exhibit X-4


     


    

EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities,
Inc., the depositor into the above-referenced Trust, certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required
                                         to be filed in respect of the period covered by this report on Form 10-K of the
                                         Wells Fargo Commercial Mortgage Trust 2017-C39 (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.



 






    Exhibit Y-1


     


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[(A) LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
LLC, as Operating Advisor and as Asset Representations Reviewer, (B) [list other applicable parties to servicing agreements
for Non-Serviced Mortgage Loans].


 





	Date:	 	 
	 	 
	 	 
	President and Chief Executive Officer

    Wells Fargo Commercial Mortgage Securities, Inc.

    (Senior officer in charge of the securitization of the

    depositor)	 






 




    Exhibit Y-2


     


    

 



EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY CERTIFICATE

ADMINISTRATOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (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 August 1, 2017 (the “Pooling and Servicing Agreement”), entered into by
Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee, the Certificate Administrator,
and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all
reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report
(collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 


		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



 






    Exhibit Z-1-1


     


    

 


Administrator
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.


 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 



 




    Exhibit Z-1-2


     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (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 August 1, 2017 (the “Pooling and Servicing Agreement”),
entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), and Trimont Real Estate Advisors, 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, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming
the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered
by the 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 the
                                         Special Servicer in the special servicer backup certificate delivered by the 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 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;



 



    Exhibit Z-2-1


     


    

 





		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 the 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 the 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.]


 




    Exhibit Z-2-2


     


    

 


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	[WELLS
    FARGO BANK, NATIONAL ASSOCIATION

	 	 	 
	 	By:	
	 	 	Name :
	 	 	Title:]



  




    Exhibit Z-2-3


     


    

 


EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of LNR Partners, LLC as Special Servicer under that certain Pooling
and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), entered into by
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “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 Trimont Real Estate Advisors,
LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the 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 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 under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
                                         AB with respect to the Special Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the 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 with respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the 



 






    Exhibit Z-3-1


     


    

 


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 for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the 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:


 





	 	Special Servicer
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


















    Exhibit Z-3-2


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (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 August 1, 2017
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Trimont Real Estate Advisors,
LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



    Exhibit Z-4-1


     


    

 








EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Trimont Real Estate Advisors, LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special
servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and Trimont Real
Estate Advisors, LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their
respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the 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;



 


		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



 






    Exhibit Z-5-1


     


    

 


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:


 


	 	TRIMONT REAL ESTATE ADVISORS, LLC, as Operating Advisor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 













    Exhibit Z-5-2


     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (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 August 1, 2017
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as
trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  




    Exhibit Z-6-1


     


    

 


EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET

REPRESENTATIONS REVIEWER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2017-C39 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Trimont Real Estate Advisors, LLC (the “Asset Representations
Reviewer”) as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of August 1,
2017 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as
trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Trimont Real Estate Advisors, LLC, as operating advisor and as Asset Representations Reviewer, on
behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the 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 Z-7-1


     


    

 


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	TRIMONT REAL ESTATE ADVISORS, LLC, as Operating Advisor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	  Title:



 









    Exhibit Z-7-2


     


    

 



EXHIBIT
AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall
not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of
the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that
is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    Master Servicer

    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

    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
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    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)1

    Master Servicer

    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



 





 






1        Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year. 


 






    Exhibit AA-1 


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	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
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        

        Master
        Servicer

        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
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    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

	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
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
    and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor



 






    Exhibit AA-2 


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer

    

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


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 the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 








    Exhibit AA-3 


     


    

 


EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator (or the 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
and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, and the Special Servicer 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 or the 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 the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this Series 2017-C39 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB. 





 





	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance
Information: 

        ●     Item 1121(a)(13)
of Regulation AB 

        ●     Item 1121(a)(14)
of Regulation AB 
	
        ●     Certificate
Administrator 

        ●     Depositor

         

	
        Item 1A: Asset-Level Information 

        ●   
Item 1111(h) of Regulation AB 

        ●   
Item 1125 of Regulation AB 
	●    Master Servicer
	
        Item 1B: Asset Representations Reviewer and
Investor Communication: 

        ●     Item 1121(d)
of Regulation AB 

        ●     Item 1121(e)
of Regulation AB 
	
        ●     Certificate
Administrator 

        ●     Depositor 

        ●     Asset
Representations Reviewer (with respect to Item 1121(d) of Regulation AB only) 



 


    Exhibit BB-1 


     


    
 

	Item on Form 10-D	Party Responsible
	Item 2:  Legal Proceedings:	●     Master Servicer (as to itself)
	●     Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	
        ●     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/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings) 

        ●     Each
Mortgage Loan Seller as sponsor (as defined in Regulation AB) 

        ●     Originators
under Item 1110 of Regulation AB 

        ●     Party
under Item 1100(d)(1) of Regulation AB 

	Item 3:  Sale of Securities and Use of Proceeds	●     Depositor
	Item 4:  Defaults Upon Senior Securities	●     Certificate Administrator
	Item 5:  Submission of Matters to a Vote of Security Holders	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets: 

        ●     Item 1112(b)
of Regulation AB provided, however, that all of the following conditions shall apply: 

        (a) information shall be required to be reported
only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus; 

        (b) the information to be reported shall consist
of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this 
	●     Master Servicer


 


    Exhibit BB-2 


     


    
 

	Item on Form 10-D	Party Responsible
	
        Pooling and Servicing Agreement; provided,
however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most
recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
reported, such information for such prior period; and 

        (c) the information shall be reportable in the
Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was
received or prepared by the “Party Responsible” as described in clause (b) above. 
	 
	
        Item 7: Change in Sponsor Interest in the
Securities: 

        ●     Item 1124
of Regulation AB. 
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider
Information: 

        ●     Item 1114(b)(2)
and Item 1115(b) of Regulation AB 
	●     Depositor
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
Responsible” with respect to such information pursuant to Exhibit DD. 

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date) 

        ●     Master
Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution
Date) 

        ●     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

        ●     Any
other party responsible for 



 


    Exhibit BB-3 


     


    
 

	Item on Form 10-D	Party Responsible	 
	 	disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation AB to the extent material to Certificateholders)	 
	
        Item 10: Exhibits (no. 3): 

         

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 10: Exhibits (no. 4): 

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator 

        ●     Depositor 

        provided that, in each case, that this
shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided, further, in each case,
that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
the Depositor shall be the responsible party. 
	 
	
        Item 10: Exhibits (no. 10): 

         

        Material contracts (Exhibit No. 10 of Item 601
        of Regulation S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 10: Exhibits (no. 22): 

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party
Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5
above and also elects to report the
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 


 


    Exhibit BB-4 


     


    
 

	Item on Form 10-D	Party Responsible	 
	information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 	 
	
        Item 10: Exhibits (no. 23): 

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement. 
	●     Depositor	 
	
        Item 10: Exhibits (no. 24) 

         

        Power of Attorney (Exhibit No. 24 of Item 601
        of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator	 
	
        Item 10: Exhibits (no. 99) 

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K) 
	●     Not Applicable.	 
	
        Item 10: Exhibits (no. 100) 

         

        XBRL-Related Documents (Exhibit No. 100 of
Item 601 of Regulation S-K).
	●     Not Applicable.	 
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.	 






 



    Exhibit BB-5 


     


    
 

EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the
“Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income
information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer 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 or the 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 the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2017-C39 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer 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
	
        Item 9B: Other Information, but
        only to the extent of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be
        reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not
previously reported as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure” 
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW


 


    Exhibit CC-1 


     


    
 

	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	●     The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”. 
	●     Depositor


 


    Exhibit CC-2 


     


    
 

	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to
        be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall
        consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property
        (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property),
        received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and
        Servicing Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation
        AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior
        period was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable
        only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	●     Master Servicer 
	
        Instruction J(2)(c) (Significant Enhancement
        Provider Information):

         

        ●     Items 1114(b)(2)
and 1115(b) of Regulation AB 
	●     Depositor


 


    Exhibit CC-3 


     


    
 

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item 1117
        of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
        material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator / Master Servicer/Depositor/ 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, Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     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



 


    Exhibit CC-4 


     


    
 

	
        but only the existence and (if existent)
        the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
        the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
        third party (apart from the Series 2017-C39 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-C39 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists
or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of
the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
or if it was previously reported as 
	
        from and after the date (if
        any) when the Depositor notifies the parties to the Pooling and Servicing Agreement to the effect that such party no longer constitutes
        an originator of 10% or more of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10
        K is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10 K is due.

         



 


    Exhibit CC-5 


     


    
 

	“Additional Form 10 K Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and
        Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent)
        how there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any
        one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if
existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered
into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction
with an unrelated third party (apart from the Series 2017-C39 transaction) between itself (that is, the particular “Party
Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
Responsible”, on the other; provided, however, that a relationship, agreement, arrangement, transaction or
understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it
is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K 
	
        ●     Depositor 

        ●     Each
        Mortgage Loan Seller

         



 


    Exhibit CC-6 


     


    
 

	
        Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent)
        a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series
        2017-C39 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization,
        arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws
        (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining
        the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee 

        ●     Certificate
Administrator 

        ●     Depositor

         

        provided that,
in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling 
	 


 


    Exhibit CC-7 


     


    
 

	 	
        and Servicing Agreement

         

        provided, further,
        in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
        then the Depositor shall be the responsible party.

         
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of
        Item 601 of Regulation S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per
        share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios
        (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form
        10 Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K).

         
	●     Not Applicable	 


 


    Exhibit CC-8 


     


    
 

	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles
        (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No.
        18 of Item 601 of Regulation S-K)

         
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
        to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 23) –
        Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the
        Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
        of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and
        Servicing Agreement.

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) –
        Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm
        for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
        11.13 of this Pooling and Servicing

         
	
        ●     Master
Servicer 

        ●     Special
Servicer 

        ●     Depositor 

        ●     Any
        other Servicing Function Participant

         

        provided, however,
in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
to the extent that such party is 
	 


 


    Exhibit CC-9 


     


    
 

	Agreement.	required to deliver or cause the delivery of the related attestation report.
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of
        Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
        10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications
        (Exhibit No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications
        (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit
        No. 32 of Item 601 of Regulation S-K).

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with
        servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit
        No. 35

         
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.


 


    Exhibit CC-10 


     


    
 

	of Item 601 of Regulation S-K).	 	 
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of
        Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
        of Item 601 of Regulation S-K).

         
	●     Not Applicable.	 
	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	
        Item 15: Exhibit (no. 101)

         

        Interactive Data File (Exhibit No. 101
        of Item 601 of Regulation S-K).

         
	Not Applicable	 
	
        Item 15: Exhibit (no. 102)

         

        Asset Data File (Exhibit No. 102 of Item
        601 of Regulation S-K).

         
	[Certificate Administrator]

[Depositor]	 
	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No, 103
        of Item 601 of Regulation S-K).

         
	
        [Certificate Administrator] 

        [Depositor]

         
	 






 







    Exhibit CC-11 


     


    

 





EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the
Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer 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, or the 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 the Special Servicer is not the applicable Master Servicer or Special Servicer,
as the case may be. For this Series 2017-C39 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer 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 Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement  




 


    Exhibit DD-1 


     


    
 


	 	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 Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03:  Bankruptcy or Receivership	●     Depositor	 
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor 

        ●     Certificate
        Administrator

         
	 


 


    Exhibit DD-2 


     


    
 

	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 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) 

        ●     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


 


    Exhibit DD-3 


     


    
 

	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws
        (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining
        the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        provided that, in each case,
        that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
        regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director
        (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where

         
	●     Depositor



 






    Exhibit DD-4 


     


    

 


	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.	 
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of
        Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
        10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
        of Item 601 of Regulation S-K).

         
	●     Not Applicable.




 



    Exhibit DD-5 


     


    


 



EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO 

cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS 

IMMEDIATELY
BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through 

Certificates, Series 2017-C39—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 August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Trimont Real Estate Advisors, LLC,
as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [                  ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 




     Exhibit EE-1


     


    

  


Any
inquiries related to this notification should be directed to [                              ], phone number: [                              ]; email address: [                              ].


 





	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:	 
	 	 	Name:
Title:


 





 


cc:
Depositor


 




     Exhibit EE-2


     


    

 


EXHIBIT
FF



INITIAL SUB-SERVICERS


 


		1.	Bellwether
                                         Enterprise Real Estate Capital, LLC



 


		2.	CBRE
                                         Loan Services, Inc.



 


		3.	Grandbridge
                                         Real Estate Capital LLC



 


		4.	Holliday
                                         Fenoglio Fowler, L.P.



 


		5.	NorthMarq
                                         Capital, LLC



 




    Exhibit FF-1


     


    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


 None.




 




    Exhibit GG-1


     


    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Wells
Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners,
LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association,
as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities, Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date: 	 	 


 





[WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as master servicer]

[LNR Partners, LLC,

as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as trustee]


 





	By: 	 	 
	 	Name:
Title:	 


 





 




    Exhibit HH-1


     


    

 


EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending
December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing
Agreement. The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer
acted as [a master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other
than __________________1] (the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the
“Vendors”) to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility
for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities
as set forth on Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122
of Regulation AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable
to the Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[,
except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the
Platform taken as a whole[, except as described on Schedule B hereto]; and


 





 






1
       Describe any permissible exclusions, including those
permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions
involving an offer and sale of asset-backed securities that were not required to be issued), if applicable. 


 






    Exhibit II-1


     


    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 





	 	[NAME OF REPORTING SERVICER]
	 	 
	 	 By:	 
	 	 	Name:
Title:





 




    Exhibit II-2


     


    

 


EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


 


VIA
E-MAIL:


 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com


 


Ref:
WFCM 2017-C39, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	Portfolio
    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	WFCM
    2017-C39	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$		 	 	 	 	 	 	 	 	 	 
	WFCM
    2017-C39	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	WFCM
    2017-C39	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 





 




    Exhibit KK-1


     


    

 


EXHIBIT
LL



[RESERVED]


 







    Exhibit LL-1


     


    

 


EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

            CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2017-C39—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 August 1, 2017 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors,
LLC, as Operating Advisor and as Asset Representations Reviewer, 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	 
	Master Servicer’s Collection Account	 	 	 
	REO Account	 	 	 


  


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: [                             ].


 






    Exhibit MM-1


     


    

 





	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:	 
	 	 	Name:
Title:


 


cc:
Depositor


 




    Exhibit MM-2


     


    

 


EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells
Fargo Bank, National Association
            as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2017-C39





Email:
trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 





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: WFCM 2017-C39 Asset Manager

Telecopy Number: (704) 715-0036


 


LNR
Partners, LLC


           as
Special Servicer 


1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., Andrew J. Sossen, Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: lnr.cmbs.notices@lnrproperty.com


 


Trimont
Real Estate Advisors, LLC 


One
Alliance Center 


3500
Lenox Road, Suite G1 


Atlanta,
Georgia 30326, 


Attention:
Operating Advisor 


Facsimile
No.: (404) 420-5610 


Email:
operatingadvisor@trimontrea.com)


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of August
1, 2017, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National



 






    Exhibit NN-1


     


    

 


Association, as Certificate Administrator, Wilmington Trust,
                                         National Association, as Trustee, Trimont Real Estate Advisors, LLC, as Operating Advisor
                                         and as Asset Representations Reviewer


 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:









	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info: [Tel/Email]	 


 








		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
Title:








 




    Exhibit NN-2


     


    

 


EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the Pooling and Servicing
                                         Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 


 


 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.



 






    Exhibit OO-1


     


    

 





	 	 	 	 
	 	TRIMONT
REAL ESTATE ADVISORS, LLC,

 as Asset Representations Reviewer
	 	 
	 	By: 	 	 
	 	 	Name:
Title:


 









    Exhibit OO-2


     


    




 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]




 


	Test
                                         failures

        

         

        

	Loan
    #	Loan
    

Name	R&W
    

#	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	 	 


 


 




    Exhibit OO-3


     


    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



 


1 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information.


  






    Exhibit PP-1


     


    

 





	 	 	 	 
	 	TRIMONT
REAL ESTATE ADVISORS, LLC,

 as Asset Representations Reviewer
	 	 
	 	By: 	 	 
	 	 	Name:
Title:


 




    Exhibit PP-2


     


    

 


 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

        

	Loan
    #	Loan
    Name	Mortgage
    

Loan Seller	Representations
    

and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity


 







    Exhibit PP-3


     


    

 


EXHIBIT
QQ



ASSET REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth the Asset Representations Reviewer’s review procedures for
each Delinquent Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein
shall have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit
QQ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset
Representations Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


	Step 1	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review:




  


		●	CREFC®
Delinquent Loan Status Report



 


		●	Notice
of Asset Review Trigger (with attachments)



 


		●	Notice
of Asset Review Vote Election



 


		●	Notice
of Affirmative Asset Review Vote



 


		●	Asset
Review Notice



 


		●	List
of all Subject Loans



 


		●	Review
                                         Materials for each Subject Loan via Secure Data Room access, including the Diligence
                                         File



 


		●	Any
Unsolicited Information (if applicable)



 


	Step 2 	For each Subject Loan, ARR inventories all Review Materials
to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are
missing, using the list of documents provided in the definition of “Mortgage File” of this Agreement, any comparable
lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such Subject
Loan, to guide its review and determination.




 


	Step
    3	If ARR
    determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
    documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such




 






    Exhibit QQ-1


     


    

 


missing
documents and (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect
to Specially Serviced Loans) of such missing documents, and requests that the Master Servicer or the Special Servicer, as the
case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing documents
are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents from
the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Subject Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each
representation and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as follows:




 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller.



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty;



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller; and



 


		o	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion;



 


		o	completing
                                         the Asset Review Report by setting forth, for each Subject Loan, the information contemplated
                                         herein with respect to each representation and warranty.



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 




    Exhibit QQ-2


     


    

 


EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2017-C39

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Trimont
Real Estate Advisors, LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer][an
                                         authorized representative of the Depositor][a designee of the Depositor].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
                                         information contained on the Secure Data Room available to any other person except in
                                         accordance with the Pooling and Servicing Agreement or otherwise with the written consent
                                         of the Depositor and (c) it will only access information relating to the Mortgage
                                         Loans to which the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 


		4.	[The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


 


 






*     Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 







    Exhibit RR-1


     


    

 


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[NAME OF PARTY],

as [role] 
	 	 
	 	By:	 
	 	 	Name:
Title:








 


Dated: _______


 


[Wells Fargo Commercial Mortgage Securities, Inc.,

as Depositor]*


 


	By:	 	 
	 	[Name]

[Title]	 








 







    Exhibit RR-2


     


    

 


EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2017-C39 Asset Manager 

        
	Trimont
                                         Real Estate Advisors, LLC

        

        One
Alliance Center 

        3500
        Lenox Road, Suite G1

        

        Atlanta,
Georgia 30326, 

        Attention:
        Operating Advisor

        

        Facsimile
No.: (404) 420 5610 

        Email:
operatingadvisor@trimontrea.com

	 	 
	LNR
                                         Partners, LLC

        

        1601
Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, III, Esq., 

Andrew J. Sossen,
Esq. and Job Warshaw

Facsimile number: (305) 695-5601

Email: lnr.cmbs.notices@lnrproperty.com 
	 


 





		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Trimont Real Estate Advisors, LLC, as Operating
Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION
DATE]:


 


		1.	_____ An
                                         additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A
                                         Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 






    Exhibit SS-1


     


    

 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust
    2017-C39, Commercial Mortgage Pass-Through Certificates, Series 2017-C39
	 	 
	 	By:	 
	 	 	[Name]
[Title]


 







    Exhibit SS-2


     


    

 


EXHIBIT
TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES


 


August
22, 2017


 


	Wells
                                         Fargo Commercial Mortgage Securities, Inc.

                                         c/o Wells Fargo Securities, LLC

                                         375 Park Avenue, 2nd Floor, J0127-023

                                         New York, New York 10152

                                         Attention: A.J. Sfarra

                                         CRRCompliance@wellsfargo.com

         
	Wells
                                         Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28288

                                         Attention: Wells Fargo Commercial Mortgage Trust 2017-C39

         

         

         

	B-Piece
                                         Holdings Cayman Limited

        

        c/o
Elliott Management Corporation 

        40
        West 54th Street

        

        New
York, New York 10019 

        Attention:
        Neil Barve

        

        email:
nbarve@elliottmgmt.com 
	 
	 	 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2017-C39, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-C39 



 


In
accordance with Section 5.02(e) of the Pooling and Servicing Agreement, dated as of August 1, 2017, relating to the above-captioned
Certificates (the “Agreement”), the Certificate Administrator, as custodian, hereby acknowledges receipt of
$36,910,000 of the Class E-RR (CUSIP No. 95000XAQ0), $25,489,000 of the Class F-RR (CUSIP No. 95000XAS6), 11,328,000 of the Class
G-RR (CUSIP No. 95000XAU1), and $42,481,836 of the Class H-RR (CUSIP No. 95000XAW7) Certificates in the form of Definitive Certificates,
which constitute the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates, as defined in the Agreement, for the benefit
of B-Piece Holdings Cayman Limited. A copy of such Certificates is attached as Exhibit A. 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.


 



    Exhibit TT-1


     


    

 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit TT-2


     


    

SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	225
                                         & 233 Park Avenue South Mortgage Loan



 


		2.	Lakeside
                                         Shopping Center Mortgage Loan



 


		3.	Long
                                         Island Prime Portfolio – Uniondale Mortgage Loan



 


		4.	Columbia
                                         Park Shopping Center Mortgage Loan



 


		5.	245
                                         Park Avenue Mortgage Loan



 


		6.	Two
                                         Independence Square Mortgage Loan



 


		7.	Yeshiva
                                         University Portfolio Mortgage Loan



 


		8.	Starwood
                                         Capital Group Hotel Portfolio Mortgage Loan



 


		9.	University
                                         Center Chicago Mortgage Loan



 


		10.	Del
                                         Amo Fashion Center Mortgage Loan



 


		11.	Cleveland
                                         East Office Portfolio Mortgage Loan



 


		12.	First
                                         Stamford Place Mortgage Loan



 


		13.	iStar
                                         Leased Fee Portfolio Mortgage Loan



 


		14.	Crowne
                                         Plaza JFK Mortgage Loan



 


		15.	Hilton
                                         Garden Inn Chicago/North Loop Mortgage Loan



 


		16.	Marble
                                         Hall Gardens Mortgage Loan



 




    Schedule 1-1


     


    

SCHEDULE 2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


	Distribution
                                         Date

        
	 	Class A-SB
                                         Planned 

Principal Balance ($)

        

	September
    2017	 	44,790,000.00
	October
    2017	 	44,790,000.00
	November
    2017	 	44,790,000.00
	December
    2017	 	44,790,000.00
	January
    2018	 	44,790,000.00
	February
    2018	 	44,790,000.00
	March
    2018	 	44,790,000.00
	April
    2018	 	44,790,000.00
	May
    2018	 	44,790,000.00
	June
    2018	 	44,790,000.00
	July
    2018	 	44,790,000.00
	August
    2018	 	44,790,000.00
	September
    2018	 	44,790,000.00
	October
    2018	 	44,790,000.00
	November
    2018	 	44,790,000.00
	December
    2018	 	44,790,000.00
	January
    2019	 	44,790,000.00
	February
    2019	 	44,790,000.00
	March
    2019	 	44,790,000.00
	April
    2019	 	44,790,000.00
	May
    2019	 	44,790,000.00
	June
    2019	 	44,790,000.00
	July
    2019	 	44,790,000.00
	August
    2019	 	44,790,000.00
	September
    2019	 	44,790,000.00
	October
    2019	 	44,790,000.00
	November
    2019	 	44,790,000.00
	December
    2019	 	44,790,000.00
	January
    2020	 	44,790,000.00
	February
    2020	 	44,790,000.00
	March
    2020	 	44,790,000.00
	April
    2020	 	44,790,000.00
	May
    2020	 	44,790,000.00
	June
    2020	 	44,790,000.00
	July
    2020	 	44,790,000.00
	August
    2020	 	44,790,000.00
	September
    2020	 	44,790,000.00
	October
    2020	 	44,790,000.00
	November
    2020	 	44,790,000.00
	December
    2020	 	44,790,000.00









	Distribution
                                         Date

        
	 	Class A-SB
                                         Planned 

Principal Balance ($)




	January
    2021	 	44,790,000.00
	February
    2021	 	44,790,000.00
	March
    2021	 	44,790,000.00
	April
    2021	 	44,790,000.00
	May
    2021	 	44,790,000.00
	June
    2021	 	44,790,000.00
	July
    2021	 	44,790,000.00
	August
    2021	 	44,790,000.00
	September
    2021	 	44,790,000.00
	October
    2021	 	44,790,000.00
	November
    2021	 	44,790,000.00
	December
    2021	 	44,790,000.00
	January
    2022	 	44,790,000.00
	February
    2022	 	44,790,000.00
	March
    2022	 	44,790,000.00
	April
    2022	 	44,790,000.00
	May
    2022	 	44,790,000.00
	June
    2022	 	44,790,000.00
	July
    2022	 	44,789,318.33
	August
    2022	 	44,125,673.78
	September
    2022	 	43,376,474.93
	October
    2022	 	42,557,154.64
	November
    2022	 	41,801,517.90
	December
    2022	 	40,975,941.65
	January
    2023	 	40,213,814.54
	February
    2023	 	39,448,559.40
	March
    2023	 	38,480,582.97
	April
    2023	 	37,708,211.28
	May
    2023	 	36,866,372.93
	June
    2023	 	36,087,374.39
	July
    2023	 	35,239,096.42
	August
    2023	 	34,453,416.98
	September
    2023	 	33,664,512.08
	October
    2023	 	32,806,607.65
	November
    2023	 	32,010,941.05
	December
    2023	 	31,146,465.97
	January
    2024	 	30,343,982.51
	February
    2024	 	29,538,204.07
	March
    2024	 	28,598,688.70
	April
    2024	 	27,785,742.47








 






    Schedule 2-1


     


    

 


	Distribution
                                         Date

        
	 	Class A-SB
                                         Planned 

Principal Balance ($)

        



	May
    2024	 	26,904,475.98
	June
    2024	 	26,084,571.93
	July
    2024	 	25,195,727.05
	August
    2024	 	24,378,252.05
	September
    2024	 	23,557,421.76
	October
    2024	 	22,669,412.04
	November
    2024	 	21,841,566.96
	December
    2024	 	20,946,740.65
	January
    2025	 	20,111,823.57
	February
    2025	 	19,273,479.06
	March
    2025	 	18,241,964.07
	April
    2025	 	17,395,941.57
	May
    2025	 	16,483,451.44
	June
    2025	 	15,630,208.66
	July
    2025	 	14,710,702.25
	August
    2025	 	13,850,180.29
	September
    2025	 	12,986,124.95
	October
    2025	 	12,056,111.48
	November
    2025	 	11,184,688.75
	December
    2025	 	10,247,516.04
	January
    2026	 	   9,368,665.81
	February
    2026	 	  8,486,206.35
	March
    2026	 	  7,414,680.75
	April
    2026	 	  6,524,195.21
	May
    2026	 	  5,568,498.28
	June
    2026	 	  4,670,429.68
	July
    2026	 	  3,707,363.93
	August
    2026	 	  2,801,650.37
	September
    2026	 	  1,892,216.42
	October
    2026	 	     918,106.41
	November
    2026	 	           934.74
	December
    2026 and thereafter	 	               0.00


 
















    Schedule 2-2


     


    

SCHEDULE 3
 

DESIGNATED MORTGAGE LOANS WITH EARNOUT OR PERFORMANCE ESCROWS OR RESERVES(GENERALLY EXCEEDING 10% OF THE INITIAL PRINCIPAL BALANCE of
the mortgage loan or (if applicable) whole loan)


 


	Mortgage
    Loan 

Number	Mortgage
    Loan Name	Applicable
    Escrow or 

Reserve (Initial Amount)
	15	Crowne
    Plaza Dallas	PIP
    Reserve ($4,765,255)
	41	Daphne
    Hotel Portfolio	PIP
    Reserve ($460.688)
	54	Fairfield
    Inn & Suites – Huntsville	PIP
    Reserve ($878,900)


 






    Schedule 3-1