Exhibit 4.6


 










EXECUTION
VERSION 


	 











 


LSTAR DEPOSITOR, LLC,

as Depositor,


 


Wells
Fargo Bank, National Association,

as Master Servicer,


 


HUDSON AMERICAS L.P.,

as Special Servicer,


 


Wells
Fargo Bank, National Association,

as Certificate Administrator, as Tax Administrator and as Custodian,


 


and


 


WILMINGTON TRUST,
National Association,

as Trustee


 





 









 


POOLING AND SERVICING AGREEMENT


 


Dated as of March 1, 2017


  


 






 


$758,768,227

Aggregate Initial Certificate Principal Balance


 





 





LSTAR Commercial Mortgage Trust 2017-5,

Commercial Mortgage Pass-Through Certificates,

Series 2017-5 


	 





 






     


     


    

 


TABLE OF CONTENTS





 





	Section	 	Page
	 	 	 
	 	ARTICLE I	 
	 	 	 
	DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
	 
	SECTION 1.01.	Defined Terms.	4
	SECTION 1.02.	General Interpretive Principles.	89
	SECTION 1.03.	Certain Calculations in Respect of the Mortgage Pool.	90
	SECTION 1.04.	Incorporation of Preliminary Statement.	92
	 	 	 
	 	ARTICLE II	 
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES
	 	 	 
	SECTION 2.01.	Conveyance of Mortgage Loans.	93
	SECTION 2.02.	Acceptance of Mortgage Loans by Trustee.	98
	SECTION 2.03. 	Certain Repurchases and Substitutions of Mortgage Loans by the Mortgage Loan Seller.	100
	SECTION 2.04.	Representations and Warranties of the Depositor.	105
	SECTION 2.05.	Representations and Warranties of the Master Servicer.	107
	SECTION 2.06.	Representations and Warranties of the Special Servicer.	108
	SECTION 2.07.	[Reserved].	110
	SECTION 2.08.	Representations and Warranties of the Certificate Administrator.	110
	SECTION 2.09.	Representations and Warranties of the Tax Administrator.	111
	SECTION 2.10.	Representations, Warranties and Covenants of the Trustee.	113
	SECTION 2.11.	Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I. 	114
	SECTION 2.12.	Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee.	117
	SECTION 2.13.	Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II.	117
	SECTION 2.14.	Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee.	119
	SECTION 2.15.	Creation of REMIC III; Issuance of the Regular Certificates, the REMIC III Residual Interest; Certain Matters Involving REMIC III.	119
	SECTION 2.16.	Issuance of the Class R Certificates.	120
	 	 	 
	ARTICLE III
	 	 	 
	 	ADMINISTRATION AND SERVICING OF THE TRUST FUND	 
	 	 	 
	SECTION 3.01.	General Provisions.	121
	SECTION 3.02.	Collection of Mortgage Loan Payments.	127


 






     


     


    




 


TABLE OF CONTENTS 


(Continued)


 


	Section	 	Page
	 	 	 
	SECTION 3.03. 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.	128
	SECTION 3.04.	Collection Accounts, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account, Serviced A/B Loan Combination Custodial Accounts and Loss of Value Reserve Fund.	132
	SECTION 3.05. 	Permitted Withdrawals From the Collection Accounts, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.	140
	SECTION 3.06.	Investment of Funds in the Accounts.	157
	SECTION 3.07. 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.	159
	SECTION 3.08.	Enforcement of Alienation Clauses.	164
	SECTION 3.09.	Realization Upon Defaulted Serviced Mortgage Loans.	168
	SECTION 3.10.	Trustee to Cooperate; Release of Mortgage Files.	172
	SECTION 3.11.	Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances.	174
	SECTION 3.12.	Property Inspections; Collection of Financial Statements.	185
	SECTION 3.13.	Annual Compliance Statements.	186
	SECTION 3.14.	Annual Reports on Assessment of Compliance with Servicing Criteria; Annual Independent Public Accountants’ Servicing Report.	187
	SECTION 3.15.	Access to Information.	187
	SECTION 3.16.	Title to Administered REO Property; REO Account.	189
	SECTION 3.17.	Management of Administered REO Property.	191
	SECTION 3.18.	Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Serviced Mortgage Loans.	194
	SECTION 3.19.	Additional Obligations of Master Servicer and Special Servicer.	199
	SECTION 3.20.	Modifications, Waivers, Amendments and Consents.	203
	SECTION 3.21.	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.	211
	SECTION 3.22.	Sub-Servicing Agreements.	212
	SECTION 3.23.	Directing Certificateholder.	215
	SECTION 3.24. 	Asset Status Reports and Certain Rights and Powers of the Directing Certificateholder.	218
	SECTION 3.25.	Application of Default Charges.	224
	SECTION 3.26.	[Reserved]	226
	SECTION 3.27.	Certain Matters Regarding the Serviced Loan Combinations.	226
	SECTION 3.28.	Rating Agency Confirmations; Communications with Rating Agencies.	230
	SECTION 3.29.	[Reserved]	234
	SECTION 3.30.	General Acknowledgement Regarding Non-Serviced Companion Loan Holders.	234
	SECTION 3.31.	Matters Regarding the Non-Serviced Mortgage Loans.	234
	SECTION 3.32.	Litigation Control.	234
	SECTION 3.33.	Delivery of Conflicted Loan Information to the Certificate Administrator.	236


 






     


     


    




 


TABLE OF CONTENTS

(Continued)


 


	Section	 	Page
	 
	ARTICLE IV
	 	 	 
	PAYMENTS TO CERTIFICATEHOLDERS
	 
	SECTION 4.01.	Distributions.	238
	SECTION 4.02.	Distribution Date Statements; Servicer Reporting.	246
	SECTION 4.03.	P&I Advances.	254
	SECTION 4.04.	Allocation of Realized Losses and Additional Trust Fund Expenses.	258
	SECTION 4.05.	Calculations.	260
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	SECTION 5.01.	The Certificates.	264
	SECTION 5.02.	Registration of Transfer and Exchange of Certificates.	265
	SECTION 5.03.	Book-Entry Certificates.	272
	SECTION 5.04.	Mutilated, Destroyed, Lost or Stolen Certificates.	273
	SECTION 5.05.	Persons Deemed Owners.	274
	SECTION 5.06.	Certification by Certificate Owners.	274
	SECTION 5.07.	Appointment of Authenticating Agents.	274
	 	 	 
	ARTICLE VI
	 
	THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
	 	 
	SECTION 6.01.	Liability of the Depositor, the Master Servicer and the Special Servicer.	275
	SECTION 6.02. 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer or the Special Servicer.	276
	SECTION 6.03.	Limitation on Liability of the Depositor, the Master Servicer and the Special Servicer.	276
	SECTION 6.04.	Resignation of the Master Servicer and the Special Servicer.	279
	SECTION 6.05.	Replacement of Special Servicer.	280
	SECTION 6.06.	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer.	283
	SECTION 6.07.	Master Servicer and Special Servicer May Own Certificates.	284
	 	 	 
	ARTICLE VII
	 	 	 
	DEFAULT
	 	 	 
	SECTION 7.01.	Servicing Termination Events.	285
	SECTION 7.02.	Trustee to Act; Appointment of Successor.	290
	SECTION 7.03.	Notification to Certificateholders.	291
	SECTION 7.04.	Waiver of Servicing Termination Events.	291
	SECTION 7.05.	Additional Remedies of Trustee Upon Servicing Termination Event.	292


 






     


     


    




 


TABLE OF CONTENTS 


(Continued)


 


	Section	 	Page
	 
	ARTICLE VIII
	 	 	 
	THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE TAX ADMINISTRATOR
	 
	SECTION 8.01.	Duties of the Trustee, the Certificate Administrator and the Tax Administrator.	292
	SECTION 8.02.	Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator.	294
	SECTION 8.03.	The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.	297
	SECTION 8.04.	The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates.	298
	SECTION 8.05.	Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator.	298
	SECTION 8.06.	Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator.	301
	SECTION 8.07.	Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator.	301
	SECTION 8.08.	Successor Trustee, Certificate Administrator and Tax Administrator.	303
	SECTION 8.09.	Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator.	304
	SECTION 8.10.	Appointment of Co-Trustee or Separate Trustee.	304
	SECTION 8.11.	Appointment of Custodian.	305
	SECTION 8.12.	Access to Certain Information.	306
	SECTION 8.13.	Cooperation Under Applicable Banking Law.	314
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 
	SECTION 9.01.	Termination Upon Repurchase or Liquidation of All Mortgage Loans.	315
	SECTION 9.02.	Additional Termination Requirements.	319
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL TAX PROVISIONS
	 	 	 
	SECTION 10.01.	REMIC Administration.	319
	SECTION 10.02.	Use of Agents.	322
	SECTION 10.03.	The Depositor, the Master Servicer and the Special Servicer to Cooperate with the Tax Administrator.	323
	SECTION 10.04.	Grantor Trust.	323
	SECTION 10.05.	Grantor Trust Reporting Requirements.	323


 






     


     


    




 


TABLE OF CONTENTS





(Continued)


 


	Section	 	Page
	 
	ARTICLE XI
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	SECTION 11.01.	Amendment.	324
	SECTION 11.02.	Recordation of Agreement; Counterparts.	326
	SECTION 11.03.	Limitation on Rights of Certificateholders.	327
	SECTION 11.04.	Governing Law.	328
	SECTION 11.05.	Notices.	328
	SECTION 11.06.	Communications by Electronic Mail.	329
	SECTION 11.07.	Severability of Provisions.	330
	SECTION 11.08.	Successors and Assigns; Beneficiaries.	330
	SECTION 11.09.	Article and Section Headings.	331
	SECTION 11.10.	Notices to Directing Certificateholder.	331
	SECTION 11.11.	Complete Agreement.	331


 






     


     


    




 


TABLE OF CONTENTS

(Continued)


 


	 	EXHIBITS
	 	 
	EXHIBIT A-1	Form of Certificate (other than Class Q and Class R Certificates)
	EXHIBIT A-2	Form of Class R Certificate
	EXHIBIT A-3	Form of Class Q Certificate
	EXHIBIT B 	Letters of Representations Among Depositor, Certificate Administrator and Initial Depository
	EXHIBIT C-1A	Form of Transferor Certificate (For Use in Connection With Transfers to Non-QIB Accredited Investors)
	EXHIBIT C-1B	Form of Transferee Certification (For Use in Connection with Transfers to Non-QIB Accredited Investors)
	EXHIBIT C-2A	Form of Transferor Certification (For Use in Connection with Transfers to QIBs)
	EXHIBIT C-2B	Form of Transferee Certification (For Use in Connection with Transfers to QIBs)
	EXHIBIT C-3A	Form of Transferor Certification (For Use in Connection with Transfers Under Regulation S)
	EXHIBIT C-3B	Form of Transferee Certification (For Use in Connection with Transfers Under Regulation S)
	EXHIBIT D-1	Form of Transferee Certificate in Connection with ERISA (Non-Investment Grade Certificates Held in Physical Form)
	EXHIBIT D-2	Form of Transferee Certificate in Connection with ERISA (Certificates Held in Book-Entry Form)
	EXHIBIT E-1	Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
	EXHIBIT E-2	Form of Transferor Certificate for Transfers of Class R Certificates	 
	EXHIBIT F-1	Form of Master Servicer Request for Release
	EXHIBIT F-2	Form of Special Servicer Request for Release
	EXHIBIT F-3A	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT F-3B	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT G-1	Form of Distribution Date Statement
	EXHIBIT G-2	Minimum Information for Distribution Date Statement
	EXHIBIT H	[Reserved]
	EXHIBIT I-1	Form of Notice and Acknowledgment Concerning Replacement of the Special Servicer
	EXHIBIT I-2	Form of Acknowledgment of a Proposed Special Servicer
	EXHIBIT J	Form of UCC-1 Financing Statement
	EXHIBIT K-1A	Form of Investor Certification for Non-Borrower Parties (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT K-1B	Form of Investor Certification for Non-Borrower Parties (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT K-2A	Form of Investor Certification for Borrower Parties (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT K-2B	Form of Investor Certification for Borrower Parties (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT K-3A	Form of Notice of Conflicted Holder
	EXHIBIT K-3B	Form of Notice of Conflicted Holder to Certificate Administrator
	EXHIBIT K-4	Form of Investor Confidentiality Agreement
	EXHIBIT K-5	Form of Notice of Mezzanine Collateral Foreclosure
	EXHIBIT L	Form of Power of Attorney by Trustee
	EXHIBIT M	Form of Final Certification of Custodian
	EXHIBIT N	Form of Defeasance Certification


 






     


     


    




 


TABLE OF CONTENTS 


(Continued)


 


	EXHIBIT O	[Reserved]
	EXHIBIT P	Form of NRSRO Certification
	EXHIBIT Q	Form of Online Vendor Certification
	EXHIBIT R	Form of Notice to Non-Serviced Pooling and Servicing Agreement Parties
	 	 





	SCHEDULES
	 
	SCHEDULE I	Mortgage Loan Schedule
	SCHEDULE II	Schedule of Exceptions to Mortgage File Delivery (under Section 2.02(a))
	SCHEDULE III	Servicing Criteria to be Addressed in Assessment of Compliance
	SCHEDULE IV	Schedule of Initial Serviced Companion Loan Holders
	SCHEDULE V	Designated Escrow/Reserve Mortgage Loans


 






     -vii-


     


    

  







This Pooling and Servicing
Agreement (this “Agreement”), is dated and effective as of March 1, 2017, between LStar Depositor, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Hudson Americas L.P., as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as
Trustee.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder.


 


REMIC I


 


As provided in Section
2.11, the Tax Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of
certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC I”. REMIC I shall issue the REMIC I Regular Interests with such designations
and terms as provided for in Section 2.11. The Class R Certificates will evidence ownership of (among other things) the
sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions. The Latest Possible Maturity Date
for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated.


 


REMIC II 


 


As provided in Section
2.13, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as
a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”. The Class
R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC II for
purposes of the REMIC Provisions. The following table sets forth the designation, the REMIC II Remittance Rate and the initial
Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II
Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.


 


	Designation	 	REMIC II

Remittance Rate	 	Initial Uncertificated
 Principal Balance	 	Corresponding Class of

Certificates
	 	R-II-A-1	 	Variable(1)	 	$	113,800,000	(2)	 	Class A-1
	 	R-II-A-2	 	Variable(1)	 	$	86,000,000	(2)	 	Class A-2
	 	R-II-A-3	 	Variable(1)	 	$	77,400,000	(2)	 	Class A-3
	 	R-II-A-4	 	Variable(1)	 	$	64,400,000	(2)	 	Class A-4
	 	R-II-A-5	 	Variable(1)	 	$	144,011,000	(2)	 	Class A-5
	 	R-II-A-S	 	Variable(1)	 	$	90,104,000	(2)	 	Class A-S
	 	R-II-B	 	Variable(1)	 	$	41,732,000	(2)	 	Class B
	 	R-II-C	 	Variable(1)	 	$	33,196,000	(2)	 	Class C
	 	R-II-D	 	Variable(1)	 	$	39,836,000	(2)	 	Class D
	 	R-II-E	 	Variable(1)	 	$	16,123,000	(2)	 	Class E
	 	R-II-F	 	Variable(1)	 	$	15,176,000	(2)	 	Class F
	 	R-II-G	 	Variable(1)	 	$	36,990,227	(2)	 	Class G





 






     


     


    




 


 







		(1)	The REMIC
                                         II Remittance Rate for each of these REMIC II Regular Interests shall be a variable rate
                                         per annum calculated in accordance with the definition of “REMIC II Remittance
                                         Rate”. For federal income tax purposes, the REMIC II Remittance Rate will be treated
                                         as being computed in the same manner as the WAC Rate.






		(2)	Each
                                         of these REMIC II Regular Interests will have a principal balance that is equal to the
                                         Class Principal Balance of its corresponding Class of Certificates and on each payment
                                         date interest, principal payments, Realized Losses and Additional Trust Expenses shall
                                         be allocated so as to cause each of the REMIC II Regular Interests to continue to equal
                                         the Class Principal Balance of its corresponding Class of Certificates.



 


REMIC III 


 


As provided in Section
2.15, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The
Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC
III for purposes of the REMIC Provisions.


 


The following table irrevocably
sets forth the Class designation, Pass-Through Rate and initial Class Principal Balance for each Class of the Regular Certificates.


 


	Class

Designation	 	Pass-Through Rate	 	Initial Class
 Principal Balance
	Class A-1	 	2.417% per annum	 	$	113,800,000	 
	Class A-2	 	2.776% per annum	 	$	86,000,000	 
	Class A-3	 	4.500% per annum	 	$	77,400,000	 
	Class A-4	 	3.390% per annum	 	$	64,400,000	 
	Class A-5	 	3.549% per annum	 	$	144,011,000	 
	Class A-S	 	4.021% per annum	 	$	90,104,000	 
	Class B	 	4.618% per annum(1)	 	$	41,732,000	 
	Class C	 	Variable(2)	 	$	33,196,000	 
	Class D	 	Variable(2)	 	$	39,836,000	 
	Class E	 	Variable(2)	 	$	16,123,000	 
	Class F	 	Variable(2)	 	$	15,176,000	 
	Class G	 	Variable(2)	 	$	36,990,227	 
	Class X	 	Variable(2)	 	 	(3)	




 






 






		(1)	The Pass-Through
                                         Rate for the Class B Certificates will be a rate equal to the lesser of a fixed rate
                                         equal to 4.618% per annum and a variable rate, calculated in accordance with the
                                         definition of “Pass-Through Rate”.






		(2)	The respective
                                         Pass-Through Rates for the Class X, C, D, E, F and G Certificates will, in the case of
                                         each of those Classes, be a variable rate per annum calculated in accordance with
                                         the definition of “Pass-Through Rate”.






		(3)	For
                                         federal income tax purposes, the Class X Certificates will be a single REMIC III Regular
                                         Interest that is entitled to, for each Interest Accrual Period, a specified portion of
                                         the interest payable on seven, uncertificated REMIC II regular interests: (a) a specified
                                         portion of the interest payable on the R-II-A-1 REMIC II Regular Interest at a rate per
                                         annum equal to the positive excess (if any) of the WAC Rate for such Interest Accrual
                                         Period over 2.417%; (b) a specified portion of the interest payable on the R-II-A-2 REMIC
                                         II Regular Interest at a rate per annum equal to the positive excess (if any)
                                         of the WAC Rate for such Interest Accrual Period over 2.776%; (c) a specified portion
                                         of the interest payable on the R-II-A-3 REMIC II Regular Interest at a rate per annum
                                         equal to the positive excess (if any) of the WAC Rate for such Interest Accrual Period
                                         over 4.500%; (d) a specified portion of the interest payable on the R-II-A-4 REMIC II
                                         Regular Interest at a rate per annum equal to the positive excess (if any) of
                                         the WAC Rate for such Interest Accrual Period over 3.390%; (e) a specified portion of
                                         the interest payable on the R-II-A-5 REMIC II Regular Interest at a rate per annum
                                         



 






    2


     


    




 


	 	equal
                                         to the positive excess (if any) of the WAC Rate for such Interest Accrual Period over
                                         3.549%; (f) a specified portion of the interest payable on the R-II-A-S REMIC II Regular
                                         Interest at a rate per annum equal to the positive excess (if any) of the WAC
                                         Rate for such Interest Accrual Period over 4.021%; and (g) a specified portion of the
                                         interest payable on the R-II-B REMIC II Regular Interest at a rate per annum equal
                                         to the positive excess (if any) of the WAC Rate for such Interest Accrual Period over
                                         4.618%.



 


For federal income tax
purposes, each Class of the Regular Certificates will be designated as a separate “regular interest” in REMIC III.


 


The foregoing REMIC structure
is intended to cause all of the cash payable on the Mortgage Loans (exclusive of servicing and other fees) to flow through to REMIC
III as cash flow on the REMIC III Regular Certificates, without creating any shortfall—actual or potential (other than for
credit losses)—to any REMIC III Regular Certificate.


 


The Cut-off Date Pool
Balance will be $758,768,227, and the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, the
initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests, the initial aggregate Uncertificated Principal
Balance of the REMIC III Regular Interests and the initial aggregate Class Principal Balance of the respective Classes of Regular
Certificates will, in each case, be $758,768,227.


 


Grantor Trust


 


The Class Make-Whole
Amounts, if any, payable with respect to the Class A-1, Class X, Class A-2, Class A-3, Class A-4, Class A-5, Class A-S and Class
B Certificates will not be considered the assets of any REMIC and will not be considered as paid to or from any REMIC. The Tax
Administrator will treat entitlements to such amounts as be held in a grantor trust (the “Grantor Trust”) for
the benefit of the holders of the certificates to whom such amounts become payable.


 


Split Loan Structures


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule, which consists of a promissory note designated
as note A-1 in the original principal balance of $70,000,000 (the “Charlotte Plaza Mortgage Loan”), also secures
one companion loan to the same Borrower, which consists of a promissory note designated as note A-2 in the original principal balance
of $50,000,000 (the “Charlotte Plaza Pari Passu Companion Loan” and, together with the Charlotte Plaza Mortgage
Loan, the “Charlotte Plaza Loan Combination”), and which is pari passu in right of payment with the Charlotte
Plaza Mortgage Loan. The Charlotte Plaza Pari Passu Companion Loan and all amounts attributable thereto will not be assets of the
Trust Fund or the REMIC Pools and is currently being held by the LSTAR Commercial Mortgage Trust 2016-4. The Charlotte Plaza Loan
Combination is being serviced pursuant to (i) this Agreement and (ii) the related Co-Lender Agreement.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule, which consists of a promissory note designated
as note A-1 in the original principal balance of $60,000,000 (the “Hotel Gansevoort Mortgage Loan”), also secures
one companion loan to the same Borrower, which consists of a promissory note designated as note A-2 in the original principal balance
of $55,000,000 (the “Hotel Gansevoort Pari Passu Companion Loan” and, collectively with the Hotel Gansevoort
Mortgage Loan, the “Hotel Gansevoort Loan Combination”), and which is pari passu in right of payment
with the Hotel Gansevoort Mortgage Loan. The Hotel Gansevoort Pari Passu Companion Loan and all amounts attributable thereto will
not be assets of the Trust Fund or the REMIC Pools and is currently beneficially owned by the related Serviced Pari Passu Companion
Loan


 



    3


     


    

 


Holder. The Hotel Gansevoort Loan Combination is being serviced pursuant to (i) this Agreement and (ii) the related Co-Lender
Agreement.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 6 on the Mortgage Loan Schedule, which consists of a promissory note designated
as note A-1 in the original principal balance of $43,000,000 (the “Westin Palo Alto Mortgage Loan”), also secures
one companion loan to the same Borrower, which consists of a promissory note designated as note A-2 in the original principal balance
of $40,000,000 (the “Westin Palo Alto Pari Passu Companion Loan” and, collectively with the Westin Palo Alto
Mortgage Loan, the “Westin Palo Alto Loan Combination”), and which is pari passu in right of payment
with the Westin Palo Alto Mortgage Loan. The Westin Palo Alto Pari Passu Companion Loan and all amounts attributable thereto will
not be assets of the Trust Fund or the REMIC Pools and is currently beneficially owned by the related Serviced Pari Passu Companion
Loan Holder. The Westin Palo Alto Loan Combination is being serviced pursuant to (i) this Agreement and (ii) the related Co-Lender
Agreement.


 


Capitalized terms used
but not otherwise defined in this Preliminary Statement have the respective meanings assigned thereto in Section 1.01 of
this Agreement.


 


In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Tax Administrator, the Custodian and the Trustee hereby agree as follows:


 


ARTICLE I



DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;

CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL


 


SECTION 1.01.          Defined Terms.


 


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


 


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


 


“30/360 Mortgage
Loan”: A Mortgage Loan that accrues interest on a 30/360 Basis.


 


“A/B Modified
Loan”: Any Corrected Mortgage Loan (1) that became a Corrected Mortgage 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 Pooling and Servicing Agreement) due to a modification thereto that resulted in the creation of an
A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount
of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and
(2) as to which an Appraisal Reduction Amount is not in effect.


 


“Accelerated
Mezzanine Loan 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.


 






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“Acceptable Insurance Default”:
As defined in Section 3.07(a).


 


“Accrued Certificate
Interest”: The interest accrued from time to time with respect to any Class of Regular Certificates, the amount of which
interest shall equal: (a) in the case of each Class of Principal Balance Certificates for any Interest Accrual Period, one-twelfth
of the product of (i) the Pass-Through Rate applicable to such Class of Principal Balance Certificates for such Interest Accrual
Period, and (ii) the Class Principal Balance of such Class of Principal Balance Certificates outstanding immediately prior to the
related Distribution Date; and (b) in the case of the Class X Certificates for any Interest Accrual Period, one-twelfth of the
Class X Strip Rate.


 


“Acknowledgment
of Proposed Special Servicer”: As defined in Section 6.05(b).


 


“Actual/360
Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month
(or other applicable recurring accrual period) in a year assumed to consist of 360 days.


 


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.


 


“Additional
Collateral”: Any non-real property collateral (including any Letter of Credit and Reserve Funds) pledged and/or delivered
by or on behalf of the related Borrower and held by the related Mortgagee to secure payment on any Mortgage Loan.


 


“Additional
Limited Purpose Anticipated Expense Amount”: As defined in Section 3.34(b).


 


“Additional
Master Servicing Compensation”: As defined in Section 3.11(b).


 


“Additional
Special Servicing Compensation”: As defined in Section 3.11(d).


 


“Additional
Trust Fund Expense”: Any expense of the Trust Fund that (i) arises out of a default on a Mortgage Loan or a Serviced
Companion Loan or an otherwise unanticipated event, (ii) is not included in the calculation of a Realized Loss, (iii) is not covered
by a Servicing Advance or a corresponding collection from the related Borrower, and (iv) is not covered by Default Charges collected
on the Mortgage Loans to the extent provided herein.


 


“Additional
Yield Amount”: As defined in Section 4.01(b).


 


“Adjustable
Rate Mortgage Loan”: A Mortgage Loan, other than a Hybrid ARM Mortgage Loan, for which the Mortgage Rate is adjustable
on monthly or semi-annual rate reset dates during the term of the Mortgage Loan. There are no Adjustable Rate Mortgage Loans related
to the Trust as of the Closing Date.


 


“Administered
REO Property”: Any REO Property other than any REO Property related to a Non-Serviced Mortgage Loan.


 


“Administrative
Fee Rate”: With respect to each Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), as of any date
of determination, a rate per annum equal to the sum


 



    5


     


    

 


of (i) the related Servicing Fee Rate, (ii) the Certificate Administrator
Fee Rate and (iii) the CREFC® License Fee Rate.


 


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


 


“Advance Interest”:
The interest accrued on any Advance (other than any Unliquidated Advance) at the Reimbursement Rate, which is payable to the party
hereto that made that Advance, all in accordance with Section 3.11(g) or Section 4.03(d), as applicable.


 


“Adverse Rating
Event”: With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as
of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates
by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation
of any such action with respect thereto).


 


“Adverse REMIC
Event”: Either: (i) any impairment of the status of any REMIC Pool as a REMIC, including (insofar as it relates to a
proposed modification, waiver or amendment of any term of a Mortgage Loan) any impairment that could result by virtue of the exercise
of a “unilateral option” (within the meaning of Treasury Regulations Section 1.1001-3(c)(3)) of the Borrower; or (ii)
except as permitted by Section 3.17(a), the imposition of a tax upon any REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax on contributions under Section
860G(d) of the Code and the tax on income from foreclosure property under Section 860G(c) of the Code).


 


“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.


 


“Agreement”:
This Pooling and Servicing Agreement, as it may be amended, modified, supplemented or restated following the Closing Date.


 


“Applicable
State Law”: For purposes of Article X, the Applicable State Law shall be (1) the laws of the State of New York;
(2) to the extent brought to the attention of the Tax 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 law), (a) the laws of the states in
which the Corporate Trust Offices of the Certificate Administrator and the Trustee and the Primary Servicing Offices of the Master
Servicer and the Special Servicer are located and (b) the laws of each state in which any Mortgage Loan Documents are held and/or
any REO Property is located; and (3) such other state or local law as to which the Tax Administrator has actual knowledge of applicability.


 


“Appraisal”:
With respect to any Mortgaged Property or REO Property as to which an appraisal is required to be performed pursuant to the terms
of this Agreement, a narrative appraisal complying with USPAP (or, in the case of a Mortgage Loan or an REO Mortgage Loan with
a Stated Principal Balance as of the date of such appraisal of $2,000,000 or less, at the Special Servicer’s option, either
a limited appraisal and a summary report or an internal valuation prepared by the Special Servicer)


 



    6


     


    

 


that (i) indicates the “market
value” of the subject property (within the meaning of 12 C.F.R. § 225.62(g)) and (ii) is conducted by a Qualified Appraiser
(except that, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal
of $2,000,000 or less, the appraisal may be conducted by a Qualified Reviewer).


 


“Appraisal Reduced
Interest Amount”: With respect to any Mortgage Loan or REO Mortgage Loan, the amount of any reduction in any P&I
Advance on such Mortgage Loan or REO Mortgage Loan, as the case may be, pursuant to the provisos to Section 4.03(b), in
connection with an Appraisal Reduction Amount.


 


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


 


“Appraisal Reduction
Amount”: With respect to any Serviced Mortgage Loan (or, as described in the third-to-last paragraph of this definition,
for any Mortgage Loan relating to a Serviced Loan Combination) that is a Required Appraisal Loan, an amount (calculated initially
as of the Determination Date immediately following the later of the date on which the subject Mortgage Loan became a Required Appraisal
Loan and the date on which the applicable Appraisal was obtained) equal to the excess, if any, of:


 


(a)        the
sum of, without duplication, (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the extent not previously
advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on such Required Appraisal Loan through the
most recent Due Date prior to the date of determination (exclusive of any portion thereof that represents Default Interest), (iii)
all accrued and unpaid Special Servicing Fees in respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances
(together with Unliquidated Advances) made by or on behalf of (plus all accrued and unpaid interest on such Advances (other than
Unliquidated Advances)) payable to) the Master Servicer, the Special Servicer and/or the Trustee with respect to such Required
Appraisal Loan, (v) any other outstanding Additional Trust Fund Expenses with respect to such Required Appraisal Loan, and (vi)
all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded
improvement or other applicable reserves, in respect of the related Mortgaged Property or REO Property, as the case may be (in
each case, net of any amounts escrowed with the Master Servicer or the Special Servicer for such items); over


 


(b)       an
amount equal to the sum of: (i) the excess, if any, of (A) 90% of the Appraised Value of the related Mortgaged Property (or REO
Property) as determined by the most recent Appraisal or any letter update of such Appraisal, over (B) the amount of any obligations
secured by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the related Required Appraisal Loan;
plus (ii) the amount of any Escrow Payments and/or Reserve Funds held by the Master Servicer or the Special Servicer with respect
to such Required Appraisal Loan, the related Mortgaged Property or any related REO Property that (A) are not being held in respect
of any real estate taxes and assessments, insurance premiums or, if applicable, ground rents, (B) are not otherwise scheduled to
be applied or utilized (except to pay debt service on such Required Appraisal Loan) within the twelve-month period following the
date of determination and (C) may be applied towards the reduction of the principal balance of such Required Appraisal Loan; plus
(iii) the amount of any Letter of Credit constituting additional security for such Required Appraisal Loan and that may be applied
towards the reduction of the principal balance of such Required Appraisal Loan.


 






    7


     


    




 


Notwithstanding the foregoing,
if (i) any Serviced Mortgage Loan or Serviced Loan Combination becomes a Required Appraisal Loan, (ii) either (A) no Appraisal
or update thereof has been obtained or conducted, as applicable, in accordance with Section 3.19(a), with respect to the
related Mortgaged Property or REO Property, as the case may be, during the twelve-month period prior to the date such Mortgage
Loan or Serviced Loan Combination became a Required Appraisal Loan or (B) there shall have occurred since the date of the most
recent Appraisal or update thereof a material change in the circumstances surrounding the related Mortgaged Property or REO Property,
as the case may be, that would, in the Special Servicer’s reasonable judgment, materially affect the value of the related
Mortgaged Property or REO Property, as the case may be, and (iii) no new Appraisal is obtained or conducted, as applicable, in
accordance with Section 3.19(a), within sixty (60) days after such Mortgage Loan or Serviced Loan Combination became a Required
Appraisal Loan, then (x) until such new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a),
the Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan, and (y) upon receipt
or performance, as applicable, in accordance with Section 3.19(a), of such Appraisal or update thereof by the Special Servicer,
the Appraisal Reduction Amount for such Required Appraisal Loan shall be recalculated in accordance with the preceding sentence
of this definition.


 


Also, notwithstanding
the foregoing, as of any date of determination, in the case of any Serviced Loan Combination, (a) any Appraisal Reduction Amounts
will be calculated with respect to the entirety of such Serviced Loan Combination as if it were a single Mortgage Loan and allocated
first, to the related Subordinate Companion Loan, if any, and then to the related Mortgage Loan and the related Serviced Pari Passu
Companion Loan(s), if any, on a pro rata and pari passu basis in accordance with, the respective outstanding principal
balances of such related Mortgage Loan and Serviced Pari Passu Companion Loan(s), if any, and (b) the resulting portion of such
Appraisal Reduction Amount that is so allocated to the related Mortgage Loan shall be the “Appraisal Reduction Amount”
of that Mortgage Loan for purposes of P&I Advances.


 


An Appraisal Reduction
Amount with respect to any Mortgage Loan will be reduced to zero as of the date on which all Servicing Transfer Events have ceased
to exist with respect to the related Mortgage Loan and at least ninety (90) days have passed following the occurrence of the most
recent Appraisal Trigger Event. No Appraisal Reduction Amount will exist as to any Mortgage Loan after it has been paid in full
or it (or the REO Property) has been liquidated or otherwise disposed of.


 


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) of the
first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding the foregoing,
with respect to any Non-Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the “Appraisal Reduction Amount”
calculated pursuant to the Non-Serviced Pooling and Servicing Agreement and the parties hereto shall be entitled to rely on such
calculations as reported to them by the Non-Serviced Master Servicer. By their acceptance of their Certificates, the Certificateholders
will be deemed to have acknowledged that any Non-Serviced Pooling and Servicing Agreement and the Co-Lender Agreement related to
the Non-Serviced Mortgage Loan, taken together, provide that any such “Appraisal Reduction Amount” shall be calculated
by the Non-Serviced Special Servicer under the Non-Serviced Pooling and Servicing Agreement.


 


“Appraisal Trigger
Event”: As defined in Section 3.19(a).


 






    8


     


    




 


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


 


“Appraised Value”:
With respect to each Mortgaged Property or REO Property, the appraised value thereof based upon the most recent Appraisal obtained
or conducted, as appropriate, pursuant to this Agreement.


 


“Assessment
of Compliance”: As defined in Section 3.14.


 


“Asset Status
Report”: As defined in Section 3.24(a).


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document or
instrument executed by the related Borrower in connection with the origination of the related Mortgage Loan(s) or Loan Combination,
as applicable, as such assignment may be amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assumed Monthly
Payment”: With respect to (a) any Mortgage Loan that is or relates to a Balloon Mortgage Loan that is delinquent in respect
of its Balloon Payment beyond the Determination Date immediately following its scheduled maturity date (as such date may be extended
in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower or by reason of a modification,
waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer), for that scheduled maturity date and
for each subsequent Due Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund, the scheduled monthly
payment of principal and/or interest deemed to be due with respect to such Mortgage Loan on such Due Date equal to the amount (exclusive
of Default Interest) that would have been due in respect thereof on such Due Date if such Mortgage Loan had been required to continue
to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule (if any), in
effect immediately prior to, and without regard to the occurrence of, such maturity date; and (b) any REO Mortgage Loan, for any
Due Date as of which the related REO Property (or, in the case of any REO Mortgage Loan that is a successor to any Mortgage Loan
in a Loan Combination, any interest in the related REO Property) remains part of the Trust Fund, the scheduled monthly payment
of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Monthly Payment (or, in the case
of a Balloon Mortgage Loan described in clause (b) of this definition, the Assumed Monthly Payment) that was due (or deemed
due) with respect to the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan.


 


“Assumed Price
Premium”: With respect to any Class of Principal Balance Certificates the excess, if any, of the “assumed price”
with respect to such Class of Principal Balance Certificates as of the Assumed Price Premium Determination Date over 100 and, with
respect to the Class X Certificates, the “assumed price” with respect to the Class X Certificates as of the Assumed
Price Premium Determination Date. For each Class of Principal Balance Certificates and the Class X Certificates, the “assumed
price” for such Class will be an amount determined by the Class Q Certificateholder on the Assumed Price Premium Determination
Date. The “assumed price” will be calculated using the middle price obtained from the Class Q Clean-Up Call Analytic
Service Providers as of the close of business on the Assumed Price Premium Determination Date using the pricing/yield table function
available on such service with respect to such Class of Certificates assuming the following (1) the settlement date will be the
anticipated Class Q Clean-Up Call Date, (2) the assumed prepayment rate and methodology with respect to the mortgage loans is:
(a) 0% constant prepayment rate, in the case of the Principal Balance


 



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Certificates and (b) in the case of the Class X Certificates,
100% constant prepayment rate after all applicable Yield Maintenance and Prepayment Premium periods have expired on the Mortgage
Loans, (3) the default rate is a 0% constant default rate, (4) no Mortgage Loans are extended, (5) there is no early termination
of the transaction, (6)(a) for any Class of Principal Balance Certificates, a spread of 50 basis points over the applicable interpolated
swap yield (determined by the Class Q Clean-Up Call Analytic Service Provider based on the remaining weighted average life of such
Class of Principal Balance Certificates) and (b) for any Class of Class X Certificates, a spread of 50 basis points over the applicable
interpolated treasury yield (determined by the Class Q Clean-Up Call Analytic Service Provider based on the remaining weighted
average life of such Class of Class X Certificates).


 


If a pricing/yield screen
is not available from at least three Class Q Clean-Up Call Analytic Service Providers, the “assumed price” will be
the average from two Class Q Clean-Up Call Analytic Service Providers and if only one Class Q Clean-Up Call Analytic Service Provider
is available, the “assumed price” will be calculated using that Class Q Clean-Up Call Analytic Service Provider.


 


“Assumed Price
Premium Determination Date”: The first Business Day of the month during which the Class Q Clean-Up Call Date is scheduled
to occur.


 


“Assumption
Application Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all assumption application
fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower or otherwise
in accordance with the related Mortgage Loan Documents, with respect to any application submitted to the Master Servicer or the
Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in such Borrower.


 


“Assumption
Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all assumption fees for transactions
effected under Section 3.08 of this Agreement actually collected from the related Borrower or otherwise in accordance with
the related Mortgage Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer
or the Special Servicer on behalf of the Trust Fund pursuant to Section 3.08 of this Agreement or paid by the related Borrower
with respect to any transfer of an interest in such Borrower pursuant to Section 3.08 of this Agreement.


 


“ASTM”:
ASTM International (originally known as The American Society for Testing and Materials).


 


“Attestation
Report”: As defined in Section 3.14.


 


“Authenticating
Agent”: Any authenticating agent appointed pursuant to Section 5.07 (or, in the absence of any such appointment,
the Certificate Administrator).


 


“Available Distribution
Amount”: With respect to any Distribution Date, an amount equal to (a) the sum of (i) all amounts on deposit in the Distribution
Account as of 11:00 a.m., New York City time, on such Distribution Date, (ii) to the extent not included in the amount described
in clause (a)(i) of this definition, any P&I Advances and/or Compensating Interest Payments that were made hereunder
in respect of such Distribution Date, (iii) to the extent not included in the amount described in clause (a)(i) of this
definition, the aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess Liquidation Proceeds Account
to the Distribution Account in respect of such Distribution Date,


 



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and (iv) to the extent not included in the amount described in
clause (a)(i) of this definition, if such Distribution Date occurs during the month of March of any year (or if the Final
Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February),
the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans transferred from the Interest Reserve
Account to the Distribution Account during such month of March (or if the Final Distribution Date occurs during the month of January
(except in a leap year) or February of any year, during such January or February) for distribution on such Distribution Date, net
of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the following:
(i) collected Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any payments
of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
Received by the Trust after the end of the related Collection Period, (iii) any Prepayment Premiums and/or Yield Maintenance Charges,
(iv) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (iii) through (viii)
of Section 3.05(b), (v) if such Distribution Date occurs during the month of February of any year or during the month of January
of any year that is not a leap year, the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans to
be withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and deposited into
the Interest Reserve Account during such month of February or such month of January, as the case may be, and held for future distribution,
and (vi) any amounts deposited in the Distribution Account in error; provided that the Available Distribution Amount for
the Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this
definition.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Loan Combination that by its original terms or by virtue of any modification entered into
as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution) provides for an
amortization schedule extending beyond its Stated Maturity Date and as to which, in accordance with such terms, the Monthly Payment
due on its Stated Maturity Date is at least 5% of the original principal balance of such Mortgage Loan or Loan Combination.


 


“Balloon Payment”:
With respect to each Balloon Mortgage Loan as of any date of determination, the Monthly Payment payable on the Stated Maturity
Date of such 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(b).


 


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


 


“Borrower”
or “Mortgagor”: The obligor or obligors on a Mortgage Note, and may also be referred to as the mortgagor.


 


“Borrower Party”:
(i) A Borrower; (ii) a Mortgagor; (iii) a manager of a Mortgaged Property; (iv) an Accelerated Mezzanine Lender; or (v) any Borrower
Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a Borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or


 



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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.


 


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


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Maryland, Minnesota, New York, North
Carolina, Pennsylvania or Texas or any of the jurisdictions in which the respective Primary Servicing Offices of the Master Servicer
and the Special Servicer and the Corporate Trust Offices of the Certificate Administrator and the Trustee are 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.


 


“Call Amount
Payment”: With respect to the Class Q Clean-Up Call Date and any Class of Regular Certificates, the related Class Make-Whole
Amount, if any, plus, in the case of any Class of Principal Balance Certificates, the sum of the aggregate outstanding principal
balance of such Class on such Class Q Clean-Up Call Date and accrued and unpaid interest on such Class to such Class Q Clean-Up
Call Date, in each case after giving effect to the allocation of the Available Distribution Amount on such Distribution Date.


 


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


 


“Certificate”:
Any one of the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5, as executed
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 hereunder, or any
successor certificate administrator appointed as herein provided. Wells Fargo Bank, National Association shall perform the certificate
administrator role through its Corporate Trust Services division.


 


“Certificate
Administrator Fee”: With respect to each Mortgage Loan and REO Mortgage Loan, the fee designated as such and payable
to the Certificate Administrator pursuant to Section 8.05(a). The Certificate Administrator Fee includes the Tax Administrator
Fee and the Trustee Fee.


 


“Certificate
Administrator Fee Rate”: As defined in Section 8.05 of this Agreement.


 


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


 


“Certificate
Factor”: With respect to any Class of Interest-Only Certificates or Principal Balance Certificates, as of any date of
determination, a fraction, expressed as a decimal carried to eight


 



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places, the numerator of which is the related Class Principal
Balance or Class Notional Amount, as the case may be, then outstanding, and the denominator of which is the related Class Principal
Balance or Class Notional Amount, as the case may be, outstanding as of the Closing Date.


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, provided,
however, that: (i) no Disqualified Organization, Disqualified Partnership, or Non-United States Tax Person shall be a “Holder”
of, or a “Certificateholder” with respect to, a Class R Certificate for any purpose hereof; and (ii) solely for purposes
of giving any consent, approval, direction or waiver pursuant to this Agreement that specifically relates to the rights, duties
and/or obligations hereunder of any of the Depositor, the Master Servicer, the Special Servicer, any Non-Conflicted Special Servicer,
the Tax Administrator, the Certificate Administrator or the Trustee in its respective capacity as such (other than any consent,
approval or waiver contemplated by Section 3.24), any Certificate registered in the name of such party or in the name of
any Affiliate thereof shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver
that specifically relates to such party has been obtained. The Certificate Registrar shall be entitled to request and conclusively
rely upon a certificate of the Depositor, the Master Servicer, the Special Servicer or the Non-Conflicted Special Servicer in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Certificateholders”
or “Holders” shall reflect the rights of Certificate Owners only insofar as they may indirectly exercise such rights
through the Depository and the Depository Participants (except as otherwise specified herein), it being herein acknowledged and
agreed that the parties hereto shall be required to recognize as a “Certificateholder” or “Holder” only
the Person in whose name a Certificate is registered in the Certificate Register.


 


“Certificate
Notional Amount”: With respect to any Interest-Only Certificate, as of any date of determination, the then notional principal
amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest-Only
Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial
Certificate Notional Amount thereof.


 


“Certificate
Owner”: With respect to any 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
Principal Balance”: With respect to any Principal Balance Certificate, as of any date of determination, the then outstanding
principal amount of such Certificate equal to the product of (a) the then Certificate Factor for the Class of Principal Balance
Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial
Certificate Principal Balance thereof.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.02.


 


“Charlotte Plaza
Loan Combination”: As defined in the Preliminary Statement.


 


“Charlotte Plaza
Mortgage Loan”: As defined in the Preliminary Statement.


 






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“Charlotte Plaza
Pari Passu Companion Loan”: As defined in the Preliminary Statement.


  


“Citigroup”:
Citigroup Global Markets Inc. or its successor in interest.


 


“Class”:
Collectively, all of the Certificates bearing the same alphabetic or alphanumeric class designation and having the same payment
terms.


 


“Class A Certificates”:
The Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5
Certificates.


 


“Class A-1 Certificate”:
Any one of the Certificates with a “Class A-1” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class A-2 Certificate”:
Any one of the Certificates with a “Class A-2” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class A-3 Certificate”:
Any one of the Certificates with a “Class A-3” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class A-4 Certificate”:
Any one of the Certificates with a “Class A-4” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class A-5 Certificate”:
Any one of the Certificates with a “Class A-5” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class A-S Certificate”:
Any one of the Certificates with a “Class A-S” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class B Certificate”:
Any one of the Certificates with a “Class B” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class C Certificate”:
Any one of the Certificates with a “Class C” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class D Certificate”:
Any one of the Certificates with a “Class D” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class E Certificate”:
Any one of the Certificates with a “Class E” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 






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“Class F Certificate”:
Any one of the Certificates with a “Class F” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class G Certificate”:
Any one of the Certificates with a “Class G” designation on the face thereof, substantially in the form of Exhibit
A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the
REMIC Provisions.


 


“Class Make-Whole
Amount”: With respect to (a) each of the Class A-1, Class X, Class A-2, Class A-3, Class A-4, Class A-5, Class A-S and
Class B Certificates, the product of (i) the “Assumed Price Premium” for such Class and (ii) the Certificate Principal
Balance or notional principal balance, as applicable, of such Class as of the Class Q Clean-Up Call Date, in each case after giving
effect to the allocation of the Available Distribution Amount on such Distribution Date.


 


“Class Notional
Amount”: The aggregate hypothetical or notional amount on which any Class of Interest-Only Certificates accrues or is
deemed to accrue interest from time to time, as calculated in accordance with Section 2.15(e).


 


“Class Principal
Balance”: The aggregate principal balance of any Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates shall equal
the initial Class Principal Balance thereof. On each Distribution Date, the Class Principal Balance of each Class of Principal
Balance Certificates shall be (i) reduced by the amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 and (ii) further reduced by the amount of any Realized Losses and Additional Trust Fund Expenses
deemed allocated thereto on such Distribution Date pursuant to Section 4.04(a); provided, however, that if
the Principal Distribution Amount for such Distribution Date includes any amount described in clause (I)(C) of the definition
of “Principal Distribution Amount” (in respect of recoveries during the Collection Period related to such Distribution
Date of amounts determined to constitute Nonrecoverable Advances during a Collection Period related to a prior Distribution Date),
then the Class Principal Balances of the respective Classes of Principal Balance Certificates shall hereby be increased (in the
aggregate) immediately prior to such Distribution Date by the lesser of the amount of Realized Losses previously allocated thereto
and such amount described in such clause (I)(C) (and, as among the respective Classes of Principal Balance Certificates,
such increase shall be allocated, first to the Class A Certificates (pro rata according to the amounts of Realized Losses
previously allocated to the respective Classes of Class A Certificates), and, then to the other Classes of Principal Balance Certificates
sequentially to the Class A-S Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates and Class G Certificates, in that order, in each case to the extent of the lesser of the Realized Losses previously
allocated thereto and the remaining unallocated portion of the increase).


 


“Class Q Certificate”:
Any of the Certificates with a “Class Q” designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing the right to terminate the Trust Fund as described herein.


 


“Class Q Call
Amount”: As defined in Section 9.01(b).


 


“Class Q Clean-Up
Call Date”: As defined in Section 9.01(b).


 






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“Class Q Clean-Up
Call Notice”: A written notice provided by the Holder of the Class Q Certificate, which (a) specifies the Class Q Clean-Up
Call Date, (b) specifies the Assumed Price Premium Determination Date and (c) will be posted to the Certificate Administrator’s
Website as a “special notice”.


 


“Class Q Clean-Up
Call Analytic Service Provider”: Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc. (or if any such service provider
is not available, such other third party analytic service provider selected by the Class Q Certificateholder as is customarily
used by investors in commercial mortgage-backed securities for purposes of determining bond pricing).


 


“Class X Certificate”:
Any of the Certificates with a “Class X” designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing the ownership of interest-only regular interests in REMIC III for purposes of the REMIC Provisions.


 


“Class X Strip
Rate”: With respect to each Interest Accrual Period, a rate per annum equal to (1) the sum of (a) the interest
payable on the R-II-A-1 REMIC II Regular Interest at a rate per annum equal to the positive excess, if any, of the WAC Rate
for such Interest Accrual Period over 2.417%, (b) the interest payable on the R-II-A-2 REMIC II Regular Interest at a rate per
annum equal to the positive excess, if any, of the WAC Rate for such Interest Accrual Period over 2.776%, (c) the interest
payable on the R-II-A-3 REMIC II Regular Interest at a rate per annum equal to the positive excess, if any, of the WAC Rate
for such Interest Accrual Period over 4.500%, (d) the interest payable on the R-II-A-4 REMIC II Regular Interest at a rate per
annum equal to the positive excess, if any, of the WAC Rate for such Interest Accrual Period over 3.390%, (e) the interest
payable on the R-II-A-5 REMIC II Regular Interest at a rate per annum equal to the positive excess, if any, of the WAC Rate
for such Interest Accrual Period over 3.549%, (f) the interest payable on the R-II-A-S REMIC II Regular Interest at a rate per
annum equal to the positive excess, if any, of the WAC Rate for such Interest Accrual Period over 4.021%, and (g) the interest
payable on the R-II-B REMIC II Regular Interest at a rate per annum equal to the positive excess, if any, of the WAC Rate
for such Interest Accrual Period over 4.618%, and (2) divided by the combined Class Principal Balances of the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-S Certificates
and the Class B Certificates outstanding immediately prior to the conclusion of such Interest Accrual Period.


 


“Closing Date”:
March 31, 2017.


 


“Code”:
The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any
action or proposed action or transaction, be applied to the Trust or the Certificates.


 


“Co-Lender Agreement”:
With respect to any Loan Combination, the related agreement between noteholders, intercreditor, co-lender or similar agreement
in effect from time to time by and between the holders of the related Mortgage Loan and the related Companion Loan relating to
the relative rights of such holders.


 


“Collateral
Deficiency Amount” With respect to any A/B Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such A/B 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 Serviced Loan Combination, solely to the extent allocable to the subject Mortgage
Loan) (x) the


 



    16


     


    

 


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 A/B Modified Loan for the benefit of the related
Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth
in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer),
plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held
by the lender in respect of such A/B Modified Loan as of the date of such determination. The Master Servicer and the Certificate
Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral
Deficiency Amount.


 


“Collection
Account”: The segregated account or accounts created and maintained by the Master Servicer, pursuant to Section 3.04(a),
for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or name of successor
Master Servicer], as Master Servicer, on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as
Trustee, for the benefit of the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5, Collection Account”.


 


“Collection
Period”: With respect to any Distribution Date, the period commencing on the day immediately following the Determination
Date (or, with respect to payments remitted to the Trust by a Non-Serviced Master Servicer pursuant to a Non-Serviced Pooling and
Servicing Agreement, the day immediately following one Business Day after the Determination Date) in the calendar month preceding
the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing as of the Cut-off
Date) and ending on and including the Determination Date (or, with respect to payments remitted to the Trust by a Non-Serviced
Master Servicer pursuant to a Non-Serviced Pooling and Servicing Agreement, one Business Day after the Determination Date) in the
calendar month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission or any successor thereto.


 


“Companion Loan”:
Any Serviced Companion Loan or Non-Serviced Pari Passu Companion Loan.


 


“Companion Loan
Holder”: Any Serviced Pari Passu Companion Loan Holder, Serviced Subordinate Companion Loan Holder and/or Non-Serviced
Companion Loan Holder, as the context may require.


 


“Companion Loan
Rating Agency”: With respect to any Serviced Companion Loan Security, any Rating Agency engaged by the applicable Other
Depositor to issue a rating of such Serviced Companion Loan Security.


 


“Compensating
Interest Payment”: With respect to any Distribution Date, any payment made by the Master Servicer from its own funds
pursuant to Section 3.19(c) to cover Prepayment Interest Shortfalls incurred during the related Collection Period.


 






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“Component Notional
Amount”: The notional amount on which any REMIC III Component of any Class of Interest-Only Certificates accrues interest,
which, as of any date of determination, is equal to the then-current Uncertificated Principal Balance of such REMIC III Component’s
Corresponding REMIC II Regular Interest.


 


“Condemnation
Proceeds”: All cash amounts actually Received by the Trust or by the Trustee, the Master Servicer or the Special Servicer
in connection with the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain
or condemnation (in the case of any Non-Serviced Mortgage Loan, to the extent of any portions of such amounts received by the Master
Servicer pursuant to the related Co-Lender Agreement), exclusive of any portion thereof applied to the restoration of the related
Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or required to be released to the related
Borrower or any other third-party in accordance with applicable law and/or the terms and conditions of the related Mortgage Loan
Documents or any other applicable document.


 


“Conflicted
Controlling Class Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination,
any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Loan Combination
is not a Conflicted Controlling Class Loan, such Mortgage Loan or Loan Combination also is not a Conflicted Loan. For the avoidance
of doubt, there is no Conflicted Controlling Class Loan related to the Trust as of the Closing Date.


 


“Conflicted
Holder”: With respect to any Conflicted Loan or Conflicted Controlling Class Loan, as applicable, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Conflicted Loan or Conflicted
Controlling Class Loan, as applicable. Promptly upon obtaining actual knowledge of any such Person becoming a “Conflicted
Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall provide notice in
the form of Exhibit K-3A hereto to the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
which notice shall be physically delivered in accordance with Section 11.05 of this Agreement and shall specifically identify
the Conflicted Holder and the subject Conflicted Loan or Conflicted Controlling Class Loan, as applicable. Additionally, any Conflicted
Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit K-3B hereto, which
notice shall provide each of the CTSLink User IDs associated with such Conflicted Holder, and which such notice shall direct the
Certificate Administrator to restrict such Conflicted Holder’s access to the Certificate Administrator’s Website as
provided in this Agreement; provided, that the Conflicted Holder shall be granted access to the Certificate Administrator’s
Website other than to the separate tab or heading designated “Conflicted Loan Information” upon receipt by the Certificate
Administrator of notice in the form of Exhibit K-2B hereto. For the avoidance of doubt, there are no Conflicted Holders related
to this Trust as of the Closing Date.


 


“Conflicted
Loan Information”: With respect to any Conflicted Loan or Conflicted Controlling Class Loan, any information solely related
to such Conflicted Loan or Conflicted Controlling Class Loan, which shall include any Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any inspection reports related to Specially Serviced Mortgage Loans conducted by the Non-Conflicted
Special Servicer or any Conflicted Special Servicer, and which may include any Officer’s Certificates delivered by the Master
Servicer, the Special Servicer or the Trustee pursuant to Section 3.11(i) or Section 4.03(c) supporting a non-recoverability
determination, or such other information and reports designated as Conflicted Loan Information by the Special Servicer or the Master
Servicer, as


 



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applicable, but in each case, other than such information with respect to such Conflicted Loan(s) or Conflicted Controlling
Class Loan(s) 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 (other than the CREFC® Special Servicer Loan File relating
to any Conflicted Loan or Conflicted Controlling Class Loan) shall not be considered “Conflicted Loan Information”.
Each of the Master Servicer, the Special Servicer and any Non-Conflicted Special Servicer shall deliver any Conflicted Loan Information
that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section
3.33 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered
to it under the “Conflicted Loan Information” tab on the Certificate Administrator’s Website shall be triggered
solely by such information being delivered in the manner provided in Section 3.33 hereof.


 


“Conflicted Loan”: A Mortgage
Loan or Loan Combination with respect to which, as of any date of determination, the Majority Controlling Class Certificateholder
and/or the Directing Certificateholder, as applicable, is a Borrower Party. For the avoidance of doubt, any Conflicted Loan is
also a Conflicted Controlling Class Loan. As of the Closing Date, there are no Conflicted Loans related to the Trust.


 


“Conflicted Special Servicer”:
A Special Servicer that has obtained knowledge that it is a Borrower Party with respect to any Mortgage Loan.


 


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


 


“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Principal Balance is at least equal to 25% of the Original Certificate Principal Balance of that Class, in each case
without regard to the application of any Cumulative Appraisal Reduction Amounts; provided, however, that a Consultation
Termination Event shall not be deemed continuing in the event that the Certificate Principal 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.


 


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


 


“Control Termination
Event”: The occurrence of the Certificate Principal Balance of each Class of Control Eligible Certificates (taking into
account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balance of
such Class in accordance with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Principal Balance
thereof; provided, however, that a Control Termination Event shall not be deemed continuing in the event that the
Certificate Principal 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.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Principal Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable
to such Class in


 



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accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Principal Balance of
that Class; provided, however, that if at any time the Certificate Principal 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
Principal Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the
Closing Date will be the Class G Certificates.


 


“Controlling
Class Certificateholder”: Any Holder of a Certificate of the Controlling Class as determined by the Certificate Registrar,
from time to time, upon request by any party hereto.


 


“Corporate Trust
Office”: The corporate trust office of the Certificate Administrator or the Trustee, as the case may be, at which at
any particular time its duties, with respect to this Agreement shall be administered, which office is as of the Closing Date located:
(i) in the case of the Certificate Administrator, for Certificate transfer purposes, at 600 South 4th Street, 7th
Floor, MAC: N9300-070, Minneapolis, Minnesota 55479-0113; and (ii) in the case of the Trustee, at 1100 North Market Street, Wilmington,
Delaware 19801, Attention: CMBS LSTAR 2017-5.


 


“Corrected Mortgage
Loan”: Any Serviced Mortgage Loan or Serviced Loan Combination that had been a Specially Serviced Mortgage Loan but has
ceased to be such in accordance with the definition of “Specially Serviced Mortgage Loan” (other than by reason of
a Liquidation Event occurring in respect of such Serviced Mortgage Loan, Serviced Loan Combination or the related Mortgaged Property
becoming an REO Property). With respect to any Serviced Loan Combination, neither the related Serviced Mortgage Loan nor the Serviced
Loan Combination in whole shall be a Corrected Mortgage Loan unless both the Serviced Mortgage Loan and the entire Serviced Loan
Combination are Corrected Mortgage Loans.


 


“Corresponding
REMIC II Regular Interest(s)”: With respect to any Class of Certificates, the one or more REMIC II Regular Interests
opposite which such Class of Certificates is set forth in the Preliminary Statement in the table under the caption “REMIC
II”.


 


“CREFC®”:
The Commercial Real Estate Finance Counsel, or any association or organization that is a successor thereto. If neither such association
nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association
or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and initial
purchasers generally involved in the commercial mortgage loan securitization industry, which is the principal such association
or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment
of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates
and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to
investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization
or association described in one of the preceding sentences of this definition does not exist, “CREFC®”
shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable
to the Certificate Administrator, the Trustee, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 



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“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator. The preparation of each CREFC®
Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any
other party. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be required to deliver a
CREFC® Advance Recovery Report with respect to any Collection Period prior to the date when a Workout-Delayed Reimbursement
Amount or a Nonrecoverable Advance exists with respect to any Mortgage Loan.


 


“CREFC®
Bond Level File”: The monthly data file substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” 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
recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided, however,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The monthly data file substantially in the form of, and containing the information called for
in, the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage-backed securities transactions generally; provided, however, that, to the extent that such
other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the
Special Servicer.


 


“CREFC®
Delinquent Loan Status Report”: A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or 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-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Master Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A monthly data file substantially in the form of, and containing the information called for in, the
downloadable form of the “Financial File” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and


 



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containing such additional information as may from time to time be
recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided, however,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer.


 


“CREFC®
Historical Loan Modification & Corrected Mortgage Loan Report”: A monthly report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Loan Modification Report” available
as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed
securities transactions generally; provided, however, that, to the extent that such other form contemplates such
additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.


 


“CREFC®
Investor Reporting Package”: Collectively:


 


(a)        the
following electronic data files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File,
(iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File,
(vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File; and


 


(b)       the
following supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical
Loan Modification & Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC®
Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC®
Servicer Watch List, (vii) CREFC® NOI Adjustment Worksheet, (viii) CREFC® Loan Level Reserve/LOC
Report, (ix) CREFC® Reconciliation of Funds Report, (x) CREFC® Advance Recovery Report and (xi) solely
with respect to the Loan Combinations, CREFC® Total Loan Report.


 


Notwithstanding anything
in this Agreement to the contrary, in the event any of the electronic files listed in clause (a) of this definition or any
of the supplemental reports listed in clause (b) of this definition are amended or changed in any material respect by the
CREFC® and placed on the CREFC® Website or otherwise recommended by the CREFC® for
commercial mortgage-backed securities transactions generally, so long as such electronic files and such supplemental reports are
reasonably acceptable (as applicable) to the Master Servicer and the Special Servicer, then same shall be used with respect to
the Collection Period that commences at any time following the date that is not later than three (3) months following adoption
of the form thereof by the CREFC®.


 


“CREFC®
License Fee”: With respect to each Mortgage Loan and REO Mortgage Loan, a monthly fee payable in respect thereof in an
amount equal to the amount of interest accrued during the accrual period for such Mortgage Loan or REO Mortgage Loan under its
Mortgage Loan Documents at the related CREFC® License Fee Rate on the same balance, in the same manner and for the
same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan or REO Mortgage Loan
during such accrual period, and will be prorated for partial periods. Any payments of the CREFC® License Fee shall
be made by the applicable Master Servicer on a monthly basis on each Master Servicer Remittance Date to “CRE Finance Council”
and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished
by CREFC® to the applicable Master Servicer in writing):


 






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Account Name: Commercial Real Estate Finance Council
(CREFC®)

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 


To the extent that amounts
on deposit in the Collection Account are insufficient to pay the CREFC® License Fee on any Master Servicer Remittance
Date, the applicable Master Servicer shall apply any P&I Advances required to be made by it on the related P&I Advance
Date pursuant to Sections 4.03(a) and 4.03(b) to pay the balance of such CREFC® License Fee.


 


“CREFC®
License Fee Rate”: 0.0005% per annum.


 


“CREFC®
Loan Level Reserve/LOC Report”: A monthly report substantially in the form of, and containing the information called
for in, the “Loan Level Reserve Report” as adopted by the CREFC® and made available at the CREFC®
Website.


 


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage-backed securities transactions generally; provided, however,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: An annual report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Master Servicer and the Special Servicer.


 


“CREFC®
Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Master Servicer.


 






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“CREFC®
Property File”: A data file substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage-backed securities transactions generally; provided, however, that,
to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the
Master Servicer and the Special Servicer.


 


“CREFC®
Reconciliation of Funds Report”: A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Reconciliation of Funds 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “REO Status 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided,
however, that, to the extent that such other form contemplates such additional information, such other form must be reasonably
acceptable to the Master Servicer and the Special Servicer.


 


“CREFC®
Servicer Watch List”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Servicer Watch List” 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; provided, however,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer.


 


“CREFC®
Special Servicer Loan File”: A data file substantially in the form of, and containing the information called for in,
the downloadable form of the “Special Servicer Loan File” 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; provided, however,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Special Servicer.


 


“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; provided, however,
that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable
to the Master Servicer.


 






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


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in
effect, and (ii) with respect to any A/B 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 Master Servicer, the Special Servicer and the Certificate Administrator shall 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 the Master Servicer and the Certificate Administrator shall be entitled to conclusively
rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to any such
Non-Serviced Mortgage Loan that is an A/B Modified Loan.


 


“Custodian”:
Wells Fargo Bank, National Association, in its capacity as Certificate Administrator hereunder, or any successor certificate administrator
appointed as herein provided.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in March 2017.


 


“Cut-off Date
Pool Balance”: The aggregate Cut-off Date Principal Balance of all the Original Mortgage Loans.


 


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


 


“DBRS”:
DBRS, Inc. or its successor-in-interest.


 


“Default Charges”:
Default Interest and/or late payment charges that are paid or payable, as the context may require, in respect of any Mortgage Loan
or Serviced Companion Loan or REO Mortgage Loan.


 


“Default Interest”:
With respect to any Mortgage Loan (or successor REO Mortgage Loan) or Serviced Companion Loan, any amounts collected thereon, other
than late payment charges, Prepayment Premiums or Yield Maintenance Charges, that represent interest in excess of interest accrued
on the principal balance of such Mortgage Loan (or REO Mortgage Loan) or Serviced Companion Loan at the related Mortgage Rate,
such excess interest arising out of a default under such Mortgage Loan or Serviced Companion Loan.


 


“Defaulted Mortgage
Loan”: A Mortgage Loan that is or relates to a Serviced Mortgage Loan that is either (A) a Specially Serviced Mortgage
Loan within the meaning of clause (a) or clause (b) of the definition of “Specially Serviced Mortgage Loan”, or (B)
a Specially Serviced Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.


 


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


 






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“Defeasance
Accounts”: As defined in Section 3.20(l).


 


“Defective Mortgage
Loan”: Any Mortgage Loan as to which there exists a Material Breach or a Material Document Defect that has not been cured
in all material respects.


 


“Definitive
Certificate”: As defined in Section 5.03(a).


 


“Deleted Mortgage
Loan”: A Defective Mortgage Loan that is purchased or repurchased, as the case may be, from the Trust or replaced with
one or more Replacement Mortgage Loans, in either case as contemplated by Section 2.03.


 


“Depositor”:
LStar Depositor, LLC, a Delaware limited liability company, or its successor in interest.


 


“Depository”:
The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c). 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 Uniform Commercial
Code 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.


 


“Determination
Date”: The 6th day of each month, or if such 6th day is not a Business Day, the Business Day immediately
following such 6th day, commencing in April 2017.


 


“Directing Certificateholder”:
As defined in Section 3.23(a).


 


“Directly Operate”:
With respect to any Administered REO Property, the furnishing or rendering of services to the tenants thereof, the management or
operation of such Administered REO Property, the holding of such Administered REO Property primarily for sale or lease, the performance
of any construction work thereon or any use of such Administered REO Property in a trade or business conducted by the Trust other
than through an Independent Contractor; provided, however, that the Special Servicer shall not be considered to Directly
Operate an Administered REO Property solely because the Special Servicer 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
Administered REO Property.


 


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


 


“Disqualified
Non-United States Tax Person”: With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof
other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations
Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of
Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes,
it may incur tax liabilities in excess of any cash flows generated by such


 



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Class R Certificate and intends to pay taxes associated
with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the
Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate
Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of
such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and
(y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.


 


“Disqualified
Organization”: Any of the following: (i) the United States or a possession thereof, any State or any political subdivision
thereof, 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 any such
governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing,
(iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the
tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other
Person so designated by the Tax Administrator, based upon an Opinion of Counsel delivered to the Tax Administrator (but not at
the Tax Administrator’s expense) to the effect that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust 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.


 


“Disqualified
Partnership”: Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial
owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified
Non-United States Tax Persons.


 


“Distribution
Account”: The segregated account or 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 be entitled “Wells Fargo Bank,
National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf of Wilmington
Trust, National Association [or the name of any successor Trustee], as Trustee, in trust for the registered holders of LSTAR Commercial
Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5, Distribution Account”.


 


“Distribution
Date”: The fourth Business Day following each Determination Date.


 


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


 


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


 


“Due Date”:
With respect to (i) any Mortgage Loan or Serviced Loan Combination on or prior to its Stated Maturity Date, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination is scheduled
to be first


 



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due; (ii) any Mortgage Loan or Serviced Loan Combination after its Stated Maturity Date, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination had been scheduled
to be first due; and (iii) any REO Mortgage Loan, the day of the month set forth in the related Mortgage Note on which each Monthly
Payment on the related Mortgage Loan or Serviced Loan Combination had been scheduled to be first due.


 


“Eligible Account”:
Any of (i) an account maintained with a federal or state chartered depository institution or trust company, (A) the long-term
deposit or long-term unsecured debt obligations of which are rated no less than “A2” by Moody’s, “A”
by Fitch and at least the equivalent by KBRA (if then rated by KBRA), if the deposits are to be held in the account for more than
thirty (30) days, or (B) the short-term deposit or short-term unsecured debt obligations of which are rated no less than “P-1”
by Moody’s, “F1” by Fitch and at least the equivalent by KBRA (if then rated by KBRA), if the deposits are to
be held in the account for thirty (30) days or less, in any event at any time funds are on deposit therein, (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 obligations are rated at least “A2” by Moody’s, “A” by Fitch and at least the equivalent
by KBRA (if then rated by KBRA), 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 obligations are rated at least “P-1”
by Moody’s, “F2” by Fitch and at least the equivalent by KBRA (if then rated by KBRA), if the deposits are to
be held in the account for thirty (30) days or less, (iii) a segregated trust account maintained with the trust department of
a federal or state chartered depository institution or trust company (which, subject to the remainder of this clause (iii),
may include the Certificate Administrator or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined
capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the
long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, (iv) such other account or
accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be
listed in clauses (i) – (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, or (v) any other account or accounts not listed
in clauses (i) – (ii) above with
respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency, which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer.


 


“Emergency Advance”:
Any Servicing Advance, whether or not it is a Servicing Advance that, pursuant hereto, the Special Servicer is required to make
or to request the Master Servicer to make, that must be made within three (3) Business Days of the Special Servicer becoming aware
that it must be made in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Serviced Mortgage
Loan or Serviced Loan Combination or any other material adverse consequence to the Trust Fund.


 


“Environmental
Insurance Policy”: With respect to any Mortgaged Property securing a Serviced Mortgage Loan or any Administered REO Property,
any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in
respect of such Mortgaged Property or Administered REO Property, as the case may be, for the benefit of, among others, the Trustee
on behalf of the Certificateholders.


 


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


 






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“Escrow Payment”:
Any payment received by the Master Servicer or the Special Servicer for the account of the Borrower under any Serviced Mortgage
Loan or Serviced Loan Combination for application toward the payment of real estate taxes, assessments, insurance premiums (including
with respect to any Environmental Insurance Policy), ground rents (if applicable) and similar items in respect of the related Mortgaged
Property.


 


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


 


“Excess Liquidation
Proceeds”: The excess, if any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Mortgage Loan or an Administered REO Property (or the proceeds of the final payment (including any full, partial or discounted
payoff) on a defaulted Mortgage Loan or a Corrected Mortgage Loan that were Received by the Trust, net of any and all fees, expenses
and costs payable therefrom), over (b) the sum of (i) the amount needed to pay all principal, interest (including Default Interest),
Prepayment Premiums or Yield Maintenance Charges (as applicable) and late payment charges payable with respect to such Mortgage
Loan or the related REO Mortgage Loan, as the case may be (together with, without duplication, any outstanding Unliquidated Advances
in respect of any such principal or interest), in full, (ii) any other fees that would constitute Additional Master Servicing Compensation
and/or Additional Special Servicing Compensation, (iii) any related unreimbursed Servicing Advances (together with, without duplication,
outstanding Unliquidated Advances in respect of prior Servicing Advances), (iv) all unpaid Advance Interest on any related Advances
(but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any related Liquidation Fee and/or Special Servicing
Fees paid or payable in respect of such Specially Serviced Mortgage Loan or the related REO Mortgage Loan, (vi) any other Additional
Trust Fund Expenses paid or payable in respect of such Mortgage Loan or Administered REO Property, and (vii) in the case of (a)
any Specially Serviced Mortgage Loan that is a Serviced Loan Combination or (b) any Administered REO Property relating to a Serviced
Loan Combination, any portion of such Net Liquidation Proceeds payable to any one or more of the related Serviced Companion Loan
Holder(s) pursuant to the terms of the related Co-Lender Agreement. With respect to any Non-Serviced Loan Combination, Excess Liquidation
Proceeds shall mean the Non-Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined
in accordance with the Non-Serviced Pooling and Servicing Agreement that are Received by the Trust.


 


“Excess Liquidation
Proceeds Account”: The segregated account (or the sub-account of the Distribution Account) created and maintained by
the Certificate Administrator in the name of the Trustee pursuant to Section 3.04(d) in trust for the Certificateholders,
which shall be entitled “Wilmington Trust, National Association [or name of any successor
Trustee], as Trustee, in trust for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage
Pass-Through Certificates, Series 2017-5, Excess Liquidation Proceeds Account”.


 


“Excess Servicing Fee Rate”:
With respect to each Serviced Mortgage Loan or Serviced Companion Loan (and any successor REO Mortgage Loan with respect thereto),
a rate per annum equal to one (1) basis point. If the Excess Servicing Fee Rate is a rate per annum that is greater
than one (1) basis point, such rate shall be subject to reduction at any time following any resignation of the Master Servicer
pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04(b)) or any termination of
the Master Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the sole discretion of the Trustee)
for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements
of Section 7.02.


 






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


 


“Excess Servicing Fees”:
With respect to each Serviced Mortgage Loan and any Serviced Companion Loan (and any successor REO Mortgage Loan with respect thereto),
that portion of the Servicing Fees (or Pari Passu Primary Servicing Fee, in the case of a Serviced Companion Loan) that accrue
at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Exemption”:
PTE 91-23 issued to Citigroup or a predecessor thereto and PTE 96-22 issued to Wells Fargo Securities or a predecessor thereto,
each as amended by PTE 97-34, PTE 2000-58, PTE 2002-41, PTE 2007-05 and PTE 2013-08 and as may be subsequently amended following
the Closing Date.


 


“Exemption-Favored
Party”: Any of (i) Wells Fargo Securities (ii) Citigroup (iii) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with Wells Fargo Securities or Citigroup and (iv) any member
of any underwriting syndicate or selling group of which any Person described in clauses (i) and (ii) is a manager
or co-manager with respect to a Class of Certificates that is investment grade rated by at least one Exemption Rating Agency.


 


“Exemption Rating
Agency”: An NRSRO that satisfies the requirements of the Exemption.


 


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


 


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


 


“Final Asset
Status Report”: As defined in Section 3.24(a).


 


“Final Distribution
Date”: The Distribution Date on which the final distribution is to be made with respect to the Certificates in connection
with a termination of the Trust Fund pursuant to Article IX.


 


“Final Recovery
Determination”: A determination by the Special Servicer with respect to any Specially Serviced Mortgage Loan, Corrected
Mortgage Loan or Administered REO Property, or by the Non-Serviced Special Servicer with respect to a Non-Serviced Mortgage Loan
that is a “Specially Serviced Mortgage Loan” (as defined in the related Non-Serviced Pooling and Servicing Agreement)
or any related Administered REO Property, that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer or the Master Servicer has determined, in accordance with the
Servicing Standard, will be ultimately Received by the Trust; provided that the term Final Recovery Determination shall
not apply to: (i) a Mortgage Loan or Serviced Loan Combination that was paid in full (including by means of a payoff on behalf
of the Borrower, or the purchase of such Mortgage Loan or Serviced Loan Combination, by a mezzanine lender or another creditor
of the related Borrower in connection with a Mortgage Loan default,


 



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as set forth in the related intercreditor agreement) or (ii)
a Mortgage Loan, Serviced Loan Combination or Administered REO Property, as the case may be, that was purchased by (a) the Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement, (b) any Controlling Class Certificateholder(s), the Master Servicer
or the Special Servicer pursuant to Section 9.01, or (c) in respect of a Non-Serviced Mortgage Loan, by any other party
pursuant to the related Co-Lender Agreement and/or pursuant to terms analogous to those set forth in clause (ii)(a) or (b)
above contained in the related Non-Serviced Pooling and Servicing Agreement; and provided, further, that, for purposes
of making any such determination with respect to a Non-Serviced Mortgage Loan or any related Administered REO Property, the Master
Servicer shall be entitled to rely on, and shall be required to follow, any such determination made pursuant to the Non-Serviced
Pooling and Servicing Agreement by the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable.


 


“Fitch”:
Fitch Ratings, Inc. or its successor in interest. If neither such rating agency 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 other parties hereto, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable
rating category” (other than such references to “highest applicable rating category”) shall, in the case of Fitch,
be deemed to refer to such applicable rating category of Fitch, without regard to any plus or minus or other comparable rating
qualification.


 


“Fixed Rate
Mortgage Loan”: A Mortgage Loan for which the Mortgage Rate accrues at a fixed for the entire term of the Mortgage Loan.
As of the Closing Date, all of the Mortgage Loans related to the Trust are Fixed Rate Mortgage Loans.


 


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


 


“GAAP”:
Generally accepted accounting principles in the United States.


 


“Global Certificates”:
The Rule 144A Global Certificates and the Regulation S Global Certificates, collectively.


 


“Grantor Trust”;
The grantor trust described in the Preliminary Statement, which consists of the entitlements to the Class Make-Whole Amounts, and
is intended to be classified as a “trust” under Section 301.7701-4 of the Income Tax Regulations. The holders of the
Certificates are intended to be treated as the owners under Section 671 of the Code of the particular Class Make-Whole Amounts
that correspond to their Certificates.


 


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


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including those so identified pursuant to CERCLA
or any other federal, state or local environmental related laws and regulations now existing or hereafter enacted, and specifically
including asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being “in


 



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inventory”, “usable work
in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“Holder”:
As defined in the definition of “Certificateholder”.


 


“Hotel Gansevoort
Loan Combination”: As defined in the Preliminary Statement.


 


“Hotel Gansevoort
Mortgage Loan”: As defined in the Preliminary Statement.


 


“Hotel Gansevoort
Pari Passu Companion Loan”: As defined in the Preliminary Statement.


 


“Hybrid ARM
Mortgage Loan”: Any Mortgage Loan for which the Mortgage Rate is fixed for an initial term after the Closing Date, and
thereafter, adjustable on semi-annual (unless otherwise specified in the Mortgage Loan Documents) interest rate reset dates during
the remainder of the term of the Mortgage Loan. There are no Hybrid ARM Mortgage Loans related to the Trust as of the Closing Date.


 


“Indemnified
Items”: With respect to a Non-Serviced Mortgage Loan, as defined in the related Co-Lender Agreement or, if not defined
therein, any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with servicing and administration of the related Non-Serviced Loan Combination under the
related Non-Serviced Pooling and Servicing Agreement.


 


“Indemnified
Parties”: With respect to a Non-Serviced Mortgage Loan, as defined in the related Co-Lender Agreement or, if not defined
therein, each of the related Non-Serviced Depositor, the related Non-Serviced Master Servicer, the related Non-Serviced Special
Servicer, the related Non-Serviced Certificate Administrator, the related Non-Serviced Trustee and the related Non-Serviced Trust
Advisor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the related Non-Serviced Pooling and Servicing Agreement in respect of other mortgage loans).


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) is in fact independent of, (ii) does not have any direct
financial interest in or any material indirect financial interest in any of, and (iii) is not connected with, any of the following
and any of the Affiliates thereof: the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Tax Administrator, the Trustee, the Directing Certificateholder, and, if applicable, insofar as the relevant
matter involves a Non-Serviced Mortgage Loan (whether alone or together with one or more other Mortgage Loans), each Non-Serviced
Depositor, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Trustee
and Non-Serviced Directing Certificateholder and any and all Affiliates thereof; provided, however, that a Person
shall not fail to be Independent of any of the aforementioned parties merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by any such party, as the case may be, provided that such ownership constitutes
less than 1% of the total assets owned by such Person.


 


“Independent
Contractor”: (a) Any Person that would be an “independent contractor” with respect to any REMIC Pool within
the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment trust (except that the ownership
test set forth in that section shall be


 



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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 Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust, delivered
to the Trustee), provided that (i) the Trust does not receive or derive any income from such Person and (ii) 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);
or (b) any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee, the
Certificate Administrator or the Trust, to the effect that the taking of any action in respect of any Administered 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 Administered 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 Administered REO Property to fail to qualify
as Rents from Real Property.


 


“Initial Directing
Certificateholder”: LBH.


 


“Initial Limited
Purpose Anticipated Expense Amount”: As defined in Section 3.34(b).


 


“Initial Majority
Controlling Class Certificateholder”: LBH.


 


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


 


“Insolvency
Event”: With respect to any Person, an Insolvency Event shall be deemed to have occurred if (A) 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, administrator
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against such Person and such decree or order shall
have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days, (B) such Person shall consent to
the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to all or
substantially all of its property, or (C) such Person 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.


 


“Institutional
Accredited Investor” or “IAI”: An “accredited investor” as defined in any of paragraphs
(1), (2), (3) and (7) of Rule 501(a) under the Securities Act or any entity in which all of the equity owners come within such
paragraphs.


 


“Insurance Policy”:
With respect to any Mortgage Loan or REO Property, any hazard insurance policy, terrorism insurance policy, flood insurance policy,
title insurance policy, earthquake insurance policy, Environmental Insurance Policy, business interruption insurance policy or
other insurance policy that is maintained from time to time in respect of such Mortgage Loan (or the related Mortgaged Property)
or such REO Property, as the case may be.


 






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“Insurance Proceeds”:
Proceeds paid under any Insurance Policy and received by or on behalf of the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer (including with respect to a Non-Serviced Mortgage Loan or any related REO Property, any such
proceeds remitted to the Master Servicer by the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer
pursuant to the related Co-Lender Agreement and/or the related Non-Serviced Pooling and Servicing Agreement), to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or REO Property (or placed in a reserve account for
that purpose) or released to the related Borrower or any other third-party pursuant to the terms of the related Mortgage or lease,
in accordance with the Servicing Standard.


 


“Insured Environmental
Event”: As defined in Section 3.07(c).


 


“Interest Accrual
Basis”: The basis on which interest accrues in respect of any Mortgage Loan, any REMIC Regular Interest, and any Regular
Certificate in each case consisting of one of the following: (i) a 30/360 Basis; or (ii) an Actual/360 Basis.


 


“Interest Accrual
Period”: With respect to any REMIC Regular Interest and any Regular Certificate for any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs.


 


“Interest Distribution
Amount”: With respect to each Class of Regular Certificates for any Distribution Date, an amount of interest equal to
the sum of (I) the amount of Accrued Certificate Interest in respect of such Class of Regular Certificates for the related Interest
Accrual Period, reduced (to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for
such Distribution Date allocated to such Class of Regular Certificates as provided below (such Accrued Certificate Interest, the
“Unadjusted Distributable Certificate Interest” for such Class and Distribution Date) and (II) any shortfall
between the amount described in clause (I) for the prior Distribution Date and the amount of interest actually distributed
on such Class on the prior Distribution Date; provided, however, that such sum shall be adjusted as follows: if the
Class Principal Balance of such Class of Regular Certificates is deemed to have been increased immediately prior to such Distribution
Date pursuant to the proviso to the definition of “Class Principal Balance” because the Principal Distribution Amount
for such Distribution Date includes any collections of amounts that (x) had previously been determined to constitute Nonrecoverable
Advances, (y) were reimbursed to a party to this Agreement from the principal portions of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool in a Collection Period prior to the one related to such Distribution Date (pursuant
to Subsection (II)(iv) of Section 3.05(a)) and (z) were recovered in the Collection Period related to such Distribution
Date, such sum shall be increased by interest at the Pass-Through Rate applicable to such Class for the applicable Interest Accrual
Periods on the amount of such increase to its Certificate Principal Balance accrued from the Distribution Date on which the related
Realized Loss was allocated to such Class as a result of the reimbursement of Nonrecoverable Advances to, but not including, such
current Distribution Date.


 


For purposes of clause
(I) above, the portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated
to each Class of Principal Balance Certificates in an amount equal to the product of (i) the amount of such Net Aggregate Prepayment
Interest Shortfall and (ii) a fraction, the numerator of which is the Accrued Certificate Interest for such Class of Principal
Balance Certificates for such Distribution Date and the denominator of which is the aggregate amount of Accrued Certificate Interest
for all Classes of Principal Balance Certificates for such


 



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Distribution Date. No portion of any Net Aggregate Prepayment Interest
Shortfall for any Distribution Date shall be allocated to any Class of Interest-Only Certificates.


 


“Interest-Only
Certificates”: The Class X Certificates.


 


“Interest Reserve
Account”: The segregated account (or sub-account of the Distribution Account) created and maintained by the Certificate
Administrator on behalf of the Trustee, pursuant to Section 3.04(c), in trust for the Certificateholders, which shall be
entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate
Administrator, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, in trust
for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5,
Interest Reserve Account”.


 


“Interest Reserve
Amount”: With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor REO Mortgage Loan),
for any Distribution Date that occurs during February of any year or during January of any year that is not a leap year, an amount
equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated Principal Balance as of the end
of the Collection Period related to such Distribution Date, but prior to giving effect to the application of any amounts due on
the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the Trust with respect to
such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before the related Master
Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve Loan by such Distribution
Date. For purposes of calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest Reserve Loan shall be the Net
Mortgage Rate in effect (including as a result of any step-up provision) under the original terms of such Interest Reserve Loan
in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments of such Interest Reserve
Loan subsequent to the Closing Date (whether entered into by the Master Servicer, the Special Servicer, the Non-Serviced Master
Servicer or the Non-Serviced Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving
the related Borrower).


 


“Interest Reserve
Loan”: Each Mortgage Loan that is an Actual/360 Mortgage Loan (or any successor REO Mortgage Loan with respect thereto).


 


“Interested
Person”: The Depositor, the Master Servicer, the Special Servicer, any Borrower, any manager of a Mortgaged Property,
any independent contractor engaged by the Special Servicer or, in connection with any individual Mortgage Loan, a holder of a related
mezzanine loan, or any known Affiliate of any such party described above.


 


“Interested
SLC Person”: With respect to a Serviced Loan Combination, an “Interested Person” as defined in the related
Co-Lender Agreement.


 


“Investment
Account”: Each of the Collection Accounts, the Serviced Pari Passu Companion Loan Custodial Account, each Serviced A/B
Loan Combination Custodial Account, the Servicing Accounts, the Reserve Accounts and the REO Accounts.


 


“Investment
Company Act”: The Investment Company Act of 1940, as amended.


 






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“Investment
Grade Certificate”: As of any date of determination, a Certificate that is rated in one of the four highest generic rating
categories by at least one Exemption Rating Agency.


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit K-1A, Exhibit K-1B, Exhibit
K-2A and Exhibit K-2B to this Agreement (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 Loan 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 a Conflicted Holder, 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 Conflicted Loan Information as set forth herein, or (2) if such Person is not a Conflicted Holder,
such Person shall only receive access to the Distribution Date Statements to Certificateholders prepared by the Certificate Administrator,
(iii) that such Person has received a copy of the final Offering Circular and (iv) such Person agrees to keep any Privileged Information
confidential and will not violate any securities laws; provided, however, that any Conflicted Holder (i) shall be
permitted to obtain from the Master Servicer or the Special Servicer, as applicable, in accordance with Section 4.02 of
this Agreement any Conflicted Loan Information relating to any Conflicted Controlling Class Loan with respect to which such Conflicted
Holder is not a Borrower Party (if such Conflicted Loan Information is not otherwise available to such Conflicted Holder via the
Certificate Administrator’s Website) and (ii) shall be considered a Privileged Person for all other purposes, except with
respect to its ability to obtain information with respect to any related Conflicted Controlling Class Loan. The Certificate Administrator
may, absent manifest error, conclusively rely upon any Investor Certification received and 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 accelerated the related
mezzanine loan or commenced foreclosure proceedings against the equity collateral pledged to secure the related mezzanine loan.


 


“Investor Confidentiality
Agreement”: An investor confidentiality agreement in the form of Exhibit K-4 hereto.


 


“Investor Q&A
Forum”: As defined in Section 8.12(d).


 


“Investor Registry”:
As defined in Section 8.12(f).


 


“IRS”:
The Internal Revenue Service or any successor thereto.


 


“Issue Price”:
With respect to each Class of Certificates, the “issue price” as defined in the Code and Treasury regulations promulgated
thereunder.


 


“KBRA”:
Kroll Bond Rating Agency, Inc. or its successor-in-interest. If neither such rating agency nor any successor remains in existence,
“KBRA” shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor,
notice of which designation shall be given to the other parties hereto, and specific ratings of KBRA herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating


 



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category”
(other than such references to “highest applicable rating category”) shall, in the case of KBRA, be deemed to refer
to such applicable rating category of KBRA, without regard to any plus or minus or other comparable rating qualification.


 


“Late Collections”:
(a) With respect to any Mortgage Loan or Serviced Loan Combination, all amounts Received by the Trust thereon during any Collection
Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which (as applied under
Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon
Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan or Serviced Loan Combination due or deemed due on a Due
Date in a previous Collection Period or on a Due Date during or prior to the month of the Cut-off Date for such Mortgage Loan or
Serviced Loan Combination, and not previously Received by the Trust; and (b) with respect to any REO Mortgage Loan, all amounts
Received by the Trust in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which (as applied under Section 1.03) represent
collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly
Payment in respect of the predecessor Mortgage Loan or Serviced Loan Combination or the principal and/or interest portions of an
Assumed Monthly Payment in respect of such REO Mortgage Loan due or deemed due on a Due Date in a previous Collection Period and
not previously Received by the Trust. Late Collections do not include Default Charges.


 


“Latest Possible
Maturity Date”: With respect to any REMIC I Regular Interest, any REMIC II Regular Interest or any Regular Certificate,
the “latest possible maturity date” thereof, calculated solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii).


 


“LBH”:
LSREF4 LStar Bond Holdings, Ltd., a Bermuda company, or its successor in interest.


 


“Letter of Credit”:
With respect to any Mortgage Loan or Serviced Loan Combination, any third-party letter of credit delivered by or at the direction
of the related Borrower pursuant to the terms of such Mortgage Loan or Serviced Loan Combination in lieu of the establishment of,
or deposit otherwise required to be made into, a Reserve Fund or otherwise pledged or assigned by the related Borrower as Additional
Collateral.


 


“Limited Purpose
Anticipated Expense Account”: A segregated custodial account or accounts created and maintained by the Special Servicer,
pursuant to and for the benefit of the Persons specified in Section 3.34(a), which shall be entitled “Hudson Americas
L.P. [or the name of any successor Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association
[or the name of any successor Trustee], as Trustee, in trust for the registered holders of LSTAR Commercial Mortgage Trust 2017-5,
Commercial Mortgage Pass-Through Certificates, Series 2017-5, Limited Purpose Anticipated Expense Account”.


 


“Liquidation
Event”: (a) With respect to any Mortgage Loan or Serviced Loan Combination, any of the following events: (i) such Mortgage
Loan or Serviced Loan Combination is paid in full, (ii) a Final Recovery Determination is made with respect to such Mortgage Loan
or Serviced Loan Combination, (iii) such Mortgage Loan is repurchased or replaced by the Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement, as contemplated by Section 2.03, (iv) such Mortgage Loan or Serviced Loan Combination is sold pursuant
to Section 3.18, (v) such Mortgage Loan is purchased by any


 



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Controlling Class Certificateholder(s), the Master Servicer
or the Special Servicer pursuant to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole Certificateholder(s) in
exchange for all of the Certificates pursuant to Section 9.01, (vii) such Mortgage Loan or Serviced Loan Combination is
paid off or purchased by the related Subordinate Companion Loan Holder (if applicable), the holder of a related mezzanine loan
or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor
agreement, or (viii) in the case of a Non-Serviced Mortgage Loan, such Mortgage Loan is purchased by any party pursuant to terms
analogous to those set forth in the preceding clauses (a)(i), (ii), (iii), (iv), (v), (vi) or (vii) contained in the related Non-Serviced
Pooling and Servicing Agreement and/or the related Co-Lender Agreement; and (b) with respect to any REO Property (and the related
REO Mortgage Loan), any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property,
(ii) such REO Property is repurchased or replaced by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement,
as contemplated by Section 2.03, (iii) such REO Property is purchased by the Master Servicer, the Special Servicer or any
Controlling Class Certificateholder(s) pursuant to Section 9.01, (iv) in the case of any REO Property (and the related REO
Mortgage Loan) related to any Non-Serviced Mortgage Loan, any event contemplated in the preceding clauses (b)(i), (ii)
or (iii) occurs pursuant to the related Non-Serviced Pooling and Servicing Agreement and/or the related Co-Lender Agreement
or (v) such REO Property is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out-of-pocket” costs and expenses due and owing (but
not otherwise covered by Servicing Advances) in connection with the liquidation of any Specially Serviced Mortgage Loan or Administered
REO Property pursuant to Section 3.09 or Section 3.18 (including legal fees and expenses, committee or referee fees
and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: The fee designated as such in, and payable to the Special Servicer in connection with certain events in respect
of a Specially Serviced Mortgage Loan or an Administered REO Property pursuant to, Section 3.11(c).


 


“Liquidation
Fee Rate”: With respect to each Specially Serviced Mortgage Loan or Administered REO Property as to which a Liquidation
Fee is payable, 1.00%.


 


“Liquidation
Proceeds”: All cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust
in connection with: (i) the liquidation of a Mortgaged Property, REO Property or other collateral constituting security for a defaulted
Mortgage Loan (including for these purposes any defaulted Non-Serviced Mortgage Loan), through trustee’s sale, foreclosure
sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance
with applicable law and/or the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Borrower; (iii) the sale of a Defaulted Mortgage Loan or REO Property pursuant to Section 3.18;
(iv) the repurchase or replacement of a Mortgage Loan or REO Property by the Mortgage Loan Seller pursuant to the Mortgage Loan
Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the purchase of a Mortgage Loan or REO Property
by the Master Servicer, the Special Servicer and/or any Controlling Class Certificateholder(s) pursuant to Section 9.01;
(vi) the acquisition of any Mortgage Loan or REO Property by the Sole Certificateholder(s) in exchange for all the Certificates
pursuant to Section 9.01; (vii) the payoff or purchase of a Mortgage Loan or REO Property by the related Subordinate Companion
Loan Holder (if applicable), the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage
Loan default, if so permitted and set forth in the


 






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related intercreditor agreement; (viii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(i)(iii) 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 Mortgage
Loan Seller); or (ix) the purchase of a Non-Serviced Mortgage Loan by any party pursuant to the related Non-Serviced Pooling and
Servicing Agreement and/or the related Co-Lender Agreement.


 


“Loan Combination”:
A Serviced Loan Combination and/or a Non-Serviced Loan Combination, as the context may require.


 


“LSTAR 2016-4
Pooling and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated and effective as of June 1, 2016,
between Relius Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Hudson Americas L.P.,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian,
and Wilmington Trust, National Association, as Trustee, relating to the LSTAR Commercial Mortgage Trust 2016-4 securitization (into
which the Charlotte Plaza Pari Passu Companion Loan was deposited).


 


“LStar Capital
Finance II”: LStar Capital Finance II, Inc., a Delaware corporation, or its successor in interest.


 


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


 


“Majority Controlling
Class Certificateholder(s)”: As of any date of determination, any single Holder or group of Holders of Certificates representing
a majority of the Controlling Class Certificateholders by Certificate Principal Balance, as determined by the Certificate Registrar
from time to time. For purposes of the provisions of this Agreement that require any party hereto to deliver any information to
the “Majority Controlling Class Certificateholder” as such, (i) all Persons that alone or together constitute the Majority
Controlling Class Certificateholder(s) shall be deemed (by their receipt of such information) to have agreed to the confidentiality
provisions of Exhibit K-4 hereto (as if they had executed a confidentiality agreement in such form) with respect to such
information, (ii) if multiple Persons are the Majority Controlling Class Certificateholder(s), then only one such Person shall
be entitled to receive such information at any one time, which Person shall be designated by the Majority Controlling Class Certificateholder(s),
and (iii) such information need not be so delivered (notwithstanding the provision that otherwise requires such delivery) unless
such Majority Controlling Class Certificateholder(s) have delivered to the party required to make such delivery a certification
or other reasonable evidence of their status as the Majority Controlling Class Certificateholder(s) (upon which such party shall
be entitled to rely), except that such certification or evidence need not be delivered by the Initial Majority Controlling Class
Certificateholder, and notified such party of the electronic or other address where the applicable information should be so delivered.


 






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“Master Servicer”:
Wells Fargo Bank, National Association, or any successor thereto (as master servicer) appointed as provided herein.


 


“Master Servicer
Remittance Amount”: With respect to each Master Servicer Remittance Date, an amount equal to (a) all amounts on deposit
in the Collection Account (including any amount in any Serviced A/B Loan Combination Custodial Account allocable to the related
Serviced Mortgage Loan in the related Serviced A/B Loan Combination) as of 11:00 a.m., New York City time, on such Master Servicer
Remittance Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or
more of the following: (i) collected Monthly Payments with respect to any Mortgage Loan that are due on a Due Date following the
end of the related Collection Period, (ii) to the extent not covered by clause (i) above, any payments of principal (including
Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust with
respect to any Mortgage Loan or REO Property after the end of the related Collection Period, (iii) any Prepayment Premiums and/or
Yield Maintenance Charges Received by the Trust with respect to any Mortgage Loan or successor REO Mortgage Loan with respect thereto
after the end of the related Collection Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or reimbursable to
any Person from the Collection Account pursuant to clauses (ii) through (xxi) of Section 3.05(a)(I), and (vi) any
amounts deposited in the Collection Account in error; provided that the Master Servicer Remittance Amount for the Master
Servicer Remittance Date that occurs in the same calendar month as the anticipated Final Distribution Date shall be calculated
without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of this definition (but may nonetheless
be calculated with regard to clause (b)(v) of this definition).


 


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


 


“Master Servicing
Fee”: With respect to each Mortgage Loan, the monthly fee payable to the Master Servicer in respect of master servicing
of such Mortgage Loan.


 


“Master Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate set forth under “Master Servicing Fee Rate” on the
Mortgage Loan Schedule, attached as Schedule I hereto, representing the rate at which the Master Servicing Fee accrues on such
Mortgage Loan.


 


“Material Action”:
As defined in Section 3.24(c).


 


“Material Breach”:
With respect to any Mortgage Loan, any Breach that 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.


 


“Material Document
Defect”: With respect to any Mortgage Loan, any Document Defect that 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. Notwithstanding
the foregoing, the absence of a Specially Designated Mortgage Loan Document following the date on which such Specially Designated
Mortgage Loan Document is required to be delivered to the Custodian as described in Section 2.01(d) shall also constitute
a Material Document Defect to the extent set forth in the Mortgage Loan Purchase Agreement.


 


“Material Litigation
Control Matter”: As defined in Section 3.32(a) of this Agreement.


 






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“Modification
Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all fees with respect to a modification,
restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as
evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (as applicable), other than any Assumption
Fees, Assumption Application Fees, consent fees and any defeasance fee; provided, however, that (A) in connection
with each modification, extension, waiver or amendment that constitutes a workout of a Specially Serviced Mortgage Loan, the Modification
Fees collected from the related Borrower will be subject to a cap of 1% of the outstanding principal balance of such Serviced Mortgage
Loan or Serviced Loan Combination immediately after giving effect to such transaction; (B) the preceding clause (A) shall
be construed only as a limitation on the amount of Modification Fees that may be collected in connection with each individual such
transaction involving a Specially Serviced Mortgage Loan and not as a limitation on the cumulative amount of Modification Fees
that may be collected in connection with multiple such transactions involving such Specially Serviced Mortgage Loan; and (C) for
purposes of such preceding clauses (A) and (B), a Modification Fee shall be deemed to have been collected in connection
with a workout of a Specially Serviced Mortgage Loan if such fee arises substantially in consideration of or otherwise in connection
with such workout, whether the related Borrower must pay such fee upon the consummation of such workout and/or on one or more subsequent
dates.


 


“Modified Mortgage
Loan”: Any Mortgage Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.20 in a manner that:


 


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


 


(b)       except
as expressly contemplated by the related Mortgage Loan Documents, results in a release of the lien of the Mortgage on any material
portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute
real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property
to be released, as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon
which the Special Servicer may conclusively rely); or


 


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


 


“Monthly Payment”:
With respect to any Mortgage Loan or Serviced Companion Loan, as of any Due Date, the scheduled monthly debt service payment on
such Mortgage Loan or Serviced Companion Loan that is actually payable by the related Borrower from time to time under the terms
of the related Mortgage Note (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving
the related Borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer
or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Serviced Mortgage Loan, by the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer pursuant to the related Non-Serviced Pooling and Servicing Agreement)),
including any Balloon Payment payable in respect of such Mortgage Loan or Serviced


 



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Companion Loan on such Due Date; provided
that the Monthly Payment due in respect of any Mortgage Loan or Serviced Companion Loan shall not include Default Interest.


 


“Moody’s”:
Moody’s Investors Service, Inc. or any successor thereto. If neither such rating agency 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 other parties hereto, and specific
ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated. References
herein to “applicable rating category” (other than such references to “highest applicable rating category”)
shall, in the case of Moody’s, be deemed to refer to such applicable rating category of Moody’s, without regard to
any plus or minus or other comparable rating qualification.


 


“Mortgage”:
With respect to any Mortgage Loan, separately and collectively, as the context may require, each mortgage, deed of trust, deed
to secure debt or similar document that secures the related Mortgage Note and creates a lien on the related Mortgaged Property.


 


“Mortgage File”:
With respect to any Mortgage Loan or Serviced Companion Loan, the following documents collectively with respect to the related
Mortgage Loan or Serviced Companion Loan (which documents, in the case of each Mortgage Loan with a Serviced Companion Loan, except
for the Mortgage Notes referred to in clause (i) below, relate to the entire Serviced Loan Combination):


 


(i)             (A)
the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to the
order of Wilmington Trust, National Association, as Trustee for the registered holders of LSTAR Commercial Mortgage Trust 2017-5,
Commercial Mortgage Pass-Through Certificates, Series 2017-5, without recourse, representation or warranty” or in blank,
and further showing a complete, unbroken chain of endorsement from the originator (or an original or copy of an agreement by any
intervening lender acknowledging and directing that an endorsement may be directly made to a subsequent lender); or alternatively,
if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note and
(B) in the case of any Serviced Companion Loan, a copy of the executed Mortgage Note for such Serviced Companion Loan;


 


(ii)            an
original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior to the
assignment to the Trustee (or an original or copy of an agreement by any intervening lender acknowledging and directing that an
assignment may be directly made to a subsequent lender), in each case (unless the particular item has been delivered to but not
returned from the applicable recording office) with evidence of recording indicated thereon; provided that if the original
or a copy of the Mortgage cannot be delivered with evidence of recording thereon on or prior to the 90th day following
the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation,
or because the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered
to the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording
office, an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such
original Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original
Mortgage that has been lost after recordation or retained by the appropriate public recording office, a certification by the


 



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appropriate
county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;


 


(iii)           for
each Serviced Mortgage Loan, an original executed assignment, in recordable form (except for recording information not yet available
if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association,
in its capacity as Trustee for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5” or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington
Trust, National Association, in its capacity as Trustee for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial
Mortgage Pass-Through Certificates, Series 2017-5, and in its capacity as lead lender on behalf of any Serviced Companion Loan
Holder(s) secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy
of such assignment submitted or to be submitted for recording);


 


(iv)           the
original or a copy of the policy (which may be in electronic form) or certificate of lender’s title insurance issued in connection
with such Mortgage Loan or Loan Combination;


 


(v)            [Reserved];


 


(vi)           the
original or a copy of any related Assignment of Leases (if any such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the
Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee with evidence of recording
thereon (or an original or copy of an agreement by any intervening lender acknowledging and directing that an assignment may be
directly made to a subsequent lender);


 


(vii)          an
original or a copy of any related Security Agreement (if such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the
Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, if any;


 


(viii)         for
each Serviced Mortgage Loan, an original assignment of any related Security Agreement (if such item is a document separate from
the Mortgage) executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the originator, in favor
of “Wilmington Trust, National Association, in its capacity as Trustee for the registered holders of LSTAR Commercial Mortgage
Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5” (or, in the case of any Mortgage Loan included
in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, in its capacity as Trustee for the registered
holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5, and in its capacity
as lead lender on behalf of any Serviced Companion Loan Holder(s) secured by the [insert name of mortgaged property]”, which
assignment may (in any case) be included as part of the corresponding assignment of Mortgage


 






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referred to in clause (iii)
above or, with respect to Mortgage Loans that have a Stated Principal Balance of less than $5,000,000, contained in an omnibus
assignment of Mortgage Loan Documents;


 


(ix)           originals
or copies of any assumption, modification, written assurance, consolidation, extension and substitution agreements, if any, with
evidence of recording thereon if the applicable document or instrument being modified or assumed, was recorded (unless the particular
item has not been returned from the applicable recording office), in those instances where the terms or provisions of the Mortgage,
Mortgage Note or any related security document have been materially modified or the Mortgage Loan has been assumed;


 


(x)             (A)
filed copies (with evidence of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage
Loan or in favor of any assignee prior to the Trustee (or an original or copy of an agreement by any intervening lender acknowledging
and directing that an assignment may be directly made to a subsequent lender) (but only to the extent the Mortgage Loan Seller
had possession of such UCC Financing Statements prior to the Closing Date) and (B) an original assignment thereof, in form suitable
for filing, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of LSTAR Commercial
Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5” or, in the case of any Mortgage Loan
included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, in its capacity as Trustee
for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5,
and in its capacity as lead lender on behalf of any Serviced Companion Loan Holder(s) secured by the [insert name of mortgaged
property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for
filing);


 


(xi)            if
a portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a
copy of the Ground Lease or Space Lease relating to such Mortgage Loan, together with a notice to the related lessor of the transfer
of the Mortgage Loan to the Trust or the Trustee on its behalf;


 


(xii)           for
each Serviced Mortgage Loan, any original documents not otherwise described in the preceding clauses of this definition relating
to, evidencing or constituting Additional Collateral (except that, in the case of such documents, if any, that are in the form
of a Letter of Credit, the “Mortgage File” shall initially contain a copy of such Letter of Credit and the original
of such Letter of Credit shall initially be delivered to the Master Servicer and, thereafter, such original shall be maintained
by the Master Servicer) and, if applicable, the originals or copies of any intervening assignments thereof;


 


(xiii)         an
original or a copy of the loan agreement, if any, related to such Mortgage Loan;


 


(xiv)         an
original or a copy of the related guaranty of payment under such Mortgage Loan, if any;


 


(xv)          an
original or a copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any;


 






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(xvi)         an
original or a copy of the environmental indemnity from the related Borrower or other party, if any;


 


(xvii)        an
original or a copy of any intercreditor agreement or similar agreement relating to such Mortgage Loan (including, in the case of
each Mortgage Loan that is included in a Loan Combination, the related Co-Lender Agreement);


 


(xviii)       an
original or a copy of any management agreement with respect to the related Mortgaged Property if the manager thereunder is not
an Affiliate of the Borrower;


 


(xix)          an
original or a copy of any related Environmental Insurance Policy;


 


(xx)           if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise, management or similar agreement; (b) either (i) a signed copy of the estoppel certificate
or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage
Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan or Loan Combination, together
with such instrument(s) of notice or transfer (if any) as are necessary to (A) transfer or assign to the Trust Fund or the Trustee
the benefits of such estoppel certificate or comfort letter or (B) request the issuance of a new estoppel certificate or comfort
letter for the benefit of the Trust Fund or the Trustee, or (ii) a copy of the estoppel certificate or comfort letter delivered
by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with
such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel
certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered
in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit
of the Trust Fund or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original
copy shall be included in the “Mortgage File” promptly following receipt thereof by the Mortgage Loan Seller); and
(c) a copy of an instrument in which the Mortgage Loan Seller notifies the franchisor, manager or similar person, as applicable,
of the transfer of such Mortgage Loan (and the related estoppel certificate or comfort letter) to the Trust Fund pursuant to the
Mortgage Loan Purchase Agreement and this Agreement and directs such Person to deliver any and all notice of default or other correspondence
under the related estoppel certificate or comfort letter to the Master Servicer, together with reasonable evidence of the delivery
of such instrument to such franchisor, manager or similar person; and


 


provided, however, that (A)
whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian, such term shall
not be deemed to include such documents required to be included therein unless they are actually so received, and with respect
to any receipt or certification by the Custodian for documents described in clauses (vi) through (xvii) of this definition,
shall be deemed to include such documents only to the extent the Custodian has actual knowledge of their existence (and the Custodian
shall be entitled to rely on a statement by the Mortgage Loan Seller that any such document does not exist with respect to any
Mortgage Loan); (B) the “Mortgage File” for each Mortgage Loan that consists of a Mortgage Loan in a Serviced Loan
Combination shall include the documents described above with respect to such Serviced Loan Combination, together with the original
or a copy of the Co-Lender Agreement relating to such Mortgage Loan and a photocopy of the executed promissory note


 



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evidencing
each related Serviced Companion Loan; and (C) with respect to each Non-Serviced Mortgage Loan, (1) any documents required by clauses
(ii) - (xx) of this definition to be included in the Mortgage File need only be copies, (2) any reference in such clauses to
the Master Servicer, the Trustee or the Trust (including, without limitation, as the assignee or transferee of any assignment,
UCC financing statement or other transfer document or the beneficiary of any document or instrument) shall mean the related Non-Serviced
Master Servicer, the related Non-Serviced Trustee or the trust established under the related Non-Serviced Pooling and Servicing
Agreement, and (3) no document or instrument referred to in such clauses need reflect any evidence of filing or recordation in
the name of such related Non-Serviced Trustee or such trust established under the related Non-Serviced Pooling and Servicing Agreement.


 


Notwithstanding any contrary
provision set forth above, in connection with any Servicing Shift Mortgage Loan (1) instruments of assignment to the Trustee may
be in blank and need not be recorded pursuant to this Agreement until the earlier of (i) the related Servicing Shift Securitization
Date, in which case such instruments shall be assigned and recorded in accordance with the related Servicing Shift Pooling and
Servicing Agreement, (ii) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan prior to the related Servicing
Shift Securitization Date, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations
shall be effected in accordance with Section 2.01(e) until the occurrence, if any, of the related Servicing Shift Securitization
Date, and (2) following the related Servicing Shift Securitization Date, the Person selling the related Servicing Shift Companion
Loan, at its own expense, to the related Non-Serviced Depositor shall be (a) entitled to direct the Trustee or Custodian to deliver
the originals of all such Mortgage Loan Documents in its possession (other than the promissory note evidencing the related Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or Non-Serviced Custodian, (b) if the right under clause (a) is exercised,
required to cause the retention by or delivery to the Trustee or Custodian of photocopies of the Mortgage Loan Documents so delivered
to such Non-Serviced Trustee or Non-Serviced Custodian, (c) entitled to cause the completion and recordation of instruments of
assignment in the name of the related Non-Serviced Trustee or Non-Serviced Custodian, and (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.


 


“Mortgage Loan”:
Each mortgage loan that is secured by Mortgaged Property identified on Schedule I hereto. As used herein, the term “Mortgage
Loan” includes the interest of the Trust Fund in the related Mortgage Loan Documents and each Non-Serviced Mortgage Loan,
but does not include any Companion Loan, unless otherwise specified.


 


“Mortgage Loan
Documents”: With respect to any Mortgage Loan or Serviced Companion Loan, the documents included or required to be included,
as the context may require, in the related Mortgage File and Servicing File.


 


“Mortgage Loan
Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of March 24, 2017, between LStar Capital Finance
II, as seller, and the Depositor, as purchaser.


 


“Mortgage Loan
Purchase Agreement Partial Guaranty”: The Partial Guaranty, dated as of March 24, 2017, by Lone Star Real Estate Fund
IV (U.S.), L.P. relating to the repurchase obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement.


 






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“Mortgage Loan
Schedule”: The schedule of Mortgage Loans attached hereto as Schedule I, as any such schedule may be amended from
time to time in accordance with this Agreement. Such schedule shall set forth the following information with respect to each Mortgage
Loan:


 


(i)             the
identification number assigned to such Mortgage Loan in the Offering Circular;


 


(ii)            the
name of the Mortgage Loan/Mortgaged Property;


 


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


 


(iv)           the
original principal balance and the Cut-off Date Principal Balance;


 


(v)            the
amount of the Monthly Payment due on the first Due Date following the Closing Date;


 


(vi)           the
Mortgage Rate as of the Closing Date and the Interest Accrual Basis;


 


(vii)          [Reserved];


 


(viii)         the
type of Mortgaged Property securing the Mortgage Loan;


 


(ix)            (a)
the Stated Maturity Date as in effect on the Closing Date and (b) the original and remaining term to the Stated Maturity Date as
in effect on the Closing Date;


 


(x)             the
original and remaining amortization term;


 


(xi)            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;


 


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


 


(xiii)          the
name of the Mortgage Loan Seller;


 


(xiv)         the
Administrative Fee Rate in effect on the Closing Date;


 


(xv)          the
Due Date;


 


(xvi)         the
number of grace days before such Mortgage Loan requires a late payment charge in connection with a delinquent Monthly Payment (including
any Balloon Payment);


 


(xvii)        whether
there exists (and, if so, the amount of) any letter of credit that constitutes Additional Collateral;


 






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(xviii)        the
Servicing Fee Rate for such Mortgage Loan;


 


(xix)          the
Master Servicing Fee Rate for such Mortgage Loan;


 


(xx)           the
Primary Servicing Fee Rate for such Mortgage Loan;


 


(xxi)          [Reserved];
and


 


(xxii)         whether
such Mortgage Loan relates to a Serviced Loan Combination or a Non-Serviced Loan Combination.


 


“Mortgage Loan
Seller”: LStar Capital Finance II or any successor thereto.


 


“Mortgage Note”:
The original executed promissory note evidencing the indebtedness of a Borrower under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of such note.


 


“Mortgage Pool”:
All of the Mortgage Loans and any successor REO Mortgage Loans, collectively, as of any particular date of determination.


 


“Mortgage Rate”:
With respect to each Mortgage Loan or Serviced Companion Loan (and any successor REO Mortgage Loan with respect thereto), the related
annualized rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan or Serviced Companion
Loan from time to time in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance
with Section 3.20 (or, in the case of a Non-Serviced Mortgage Loan, by the Non-Serviced Master Servicer or the Non-Serviced
Special Servicer in accordance with the Non-Serviced Pooling and Servicing Agreement) or in connection with a bankruptcy, insolvency
or similar proceeding involving the related Borrower or otherwise.


 


“Mortgaged Property”:
Individually and collectively, as the context may require, each real property (together with all improvements and fixtures thereon)
subject to the lien of a Mortgage and constituting collateral for a Mortgage Loan or Loan Combination, as applicable.


 


“Mortgagee”:
The holder of legal title to any Mortgage Loan or Serviced Companion Loan, together with any third parties through which such holder
takes actions with respect to such Mortgage Loan or Serviced Companion Loan.


 


“Net Aggregate
Prepayment Interest Shortfall”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments (and prepayment resulting
from the receipt of Insurance Proceeds or Condemnation Proceeds) on the Mortgage Loans during the related Collection Period, exceeds
(b) the aggregate amount of the Compensating Interest Payments remitted by the Master Servicer pursuant to Section 3.19(c)
on the Master Servicer Remittance Date related to such Distribution Date.


 


“Net Cash Flow”:
With respect to any Mortgaged Property, the total operating revenues derived from such Mortgaged Property, minus the total fixed
and variable operating expenses, capital expenditures such as reserves, tenant improvements and leasing commissions, incurred in
respect of such


 



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Mortgaged Property (subject to adjustments for, among other things, (i) non-cash items such as depreciation and
amortization, and (ii) debt service on loans secured by the Mortgaged Property).


 


“Net Default
Charges”: With respect to any Mortgage Loan, Serviced Loan Combination or successor REO Mortgage Loan, the Default Charges
referred to in clause third of Section 3.25(a) or clause fourth of Section 3.25(c), which
are payable to the Master Servicer as Additional Master Servicing Compensation or the Special Servicer as Additional Special Servicing
Compensation.


 


“Net Investment
Earnings”: With respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate
of all interest and other income realized during such Collection Period on funds held in such Investment Account (exclusive, in
the case of a Servicing Account or a Reserve Account, of any portion of such interest or other income payable to a Borrower in
accordance with the related Mortgage Loan Documents and applicable law), exceeds the aggregate of all losses and costs, if any,
incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06 (exclusive,
in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments
made for the benefit of a Borrower).


 


“Net Investment
Loss”: With respect to any Investment Account for any Collection Period, the amount by which the aggregate of all losses,
if any, incurred during such Collection Period in connection with the investment of funds held in such Investment Account for the
benefit of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with Section
3.06 (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred
in connection with investments made for the benefit of a Borrower, and other than losses of what would otherwise have constituted
interest or other income earned on such funds), exceeds the aggregate of all interest and other income realized during such Collection
Period in connection with the investment of such funds for the benefit of the Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, in accordance with Section 3.06; provided that, in the case of any Investment Account
and any particular investment of funds in such Investment Account, Net Investment Loss shall not include any loss with respect
to such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution
or trust company at which such Investment Account is maintained, so long as such depositary institution or trust company (a) satisfied
the qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and
as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the same Person as the Person that made
the relevant investment.


 


“Net Liquidation
Proceeds”: The excess, if any, of all Liquidation Proceeds Received by the Trust with respect to any particular Specially
Serviced Mortgage Loan or Administered REO Property, over the amount of all Liquidation Expenses (other than, with respect to any
Serviced Loan Combination, the allocable share of such Liquidation Expenses reimbursable to the parties hereto by any related Serviced
Companion Loan Holders pursuant to the related Co-Lender Agreement) incurred with respect thereto and all related Servicing Advances
(other than, with respect to any Serviced Loan Combination, the allocable share of such Servicing Advances reimbursable to the
parties hereto by any related Serviced Companion Loan Holders pursuant to the related Co-Lender Agreement) reimbursable therefrom.


 


“Net Mortgage
Rate”: With respect to (i) any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the rate per
annum equal to (a) the related Mortgage Rate minus


 



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(b) the related Administrative Fee Rate, (ii) any Serviced Pari Passu Companion
Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage Rate
minus (b) the related Serviced Pari Passu Companion Loan Administrative Fee Rate, and (iii) any Serviced Subordinate Companion
Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage Rate
minus (b) the related Servicing Fee Rate.


 


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


 


“Non-Conflicted Special Servicer”:
With respect to any Conflicted Special Servicer Loan, a special servicer that is not a Borrower Party and satisfies all of the
eligibility requirements applicable to the special servicer set forth in this Agreement. For the avoidance of doubt, there are
no Non-Conflicted Special Servicers related to this Trust as of the Closing Date.


 


“Non-Serviced
Certificate Administrator”: With respect to each Non-Serviced Mortgage Loan, if any, the certificate administrator under
the related Non-Serviced Pooling and Servicing Agreement. There are no Non-Serviced Certificate Administrators related to the Trust
as of the Closing Date.


 


“Non-Serviced
Companion Loan Holder”: The holder of the promissory note(s) evidencing any Non-Serviced Pari Passu Companion Loan. There
are no Non-Serviced Companion Loan Holders related to the Trust as of the Closing Date.


 


“Non-Serviced
Custodian”: With respect to each Non-Serviced Mortgage Loan, if any, the custodian under the related Non-Serviced Pooling
and Servicing Agreement. There are no Non-Serviced Custodians related to the Trust as of the Closing Date.


 


“Non-Serviced
Depositor”: With respect to each Non-Serviced Mortgage Loan, if any, the depositor under the related Non-Serviced Pooling
and Servicing Agreement. There are no Non-Serviced Depositors related to the Trust as of the Closing Date.


 


“Non-Serviced
Directing Certificateholder”: With respect to each Non-Serviced Mortgage Loan, if any, the “directing certificateholder”
(or other similar term) as defined under the related Non-Serviced Pooling and Servicing Agreement. There are no Non-Serviced Directing
Certificateholders related to the Trust as of the Closing Date.


 


“Non-Serviced
Loan Combination”: Any mortgage loan not serviced under this Agreement that is divided into one or more notes, which
includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust.
References herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related
notes. There are no Non-Serviced Loan Combinations related to the Trust as of the Closing Date.


 


“Non-Serviced
Master Servicer”: With respect to each Non-Serviced Mortgage Loan, if any, the master servicer under the related Non-Serviced
Pooling and Servicing Agreement. There are no Non-Serviced Master Servicers related to the Trust as of the Closing Date.


 


“Non-Serviced
Mortgage Loan”: Any Mortgage Loan that is primarily serviced and


 



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administered under the related Non-Serviced Pooling
and Servicing Agreement for another commercial mortgage-backed securities securitization trust. There are no Non-Serviced Mortgage
Loans related to the Trust as of the Closing Date.


 


“Non-Serviced
Pari Passu Companion Loan”: With respect to each Non-Serviced Loan Combination, if any, a mortgage loan not included
in the Trust that is generally payable on a pari passu basis with the related Non-Serviced Mortgage Loan. There are no Non-Serviced
Pari Passu Companion Loans related to the Trust as of the Closing Date.


 


“Non-Serviced
Paying Agent”: With respect to each Non-Serviced Mortgage Loan, if any, the paying agent under the related Non-Serviced
Pooling and Servicing Agreement. There are no Non-Serviced Paying Agents related to the Trust as of the Closing Date.


 


“Non-Serviced
Pooling and Servicing Agreement”: With respect to each Non-Serviced Mortgage Loan, if any, the separate agreement pursuant
to which such Non-Serviced Mortgage Loan and the related Non-Serviced Pari Passu Companion Loans are (or, if applicable, any related
REO Property is) to be principally serviced and administered. There are no Non-Serviced Pooling and Servicing Agreements related
to the Trust as of the Closing Date.


 


“Non-Serviced
Special Servicer”: With respect to each Non-Serviced Mortgage Loan, if any, the special servicer under the related Non-Serviced
Pooling and Servicing Agreement. There are no Non-Serviced Special Servicers related to the Trust as of the Closing Date.


 


“Non-Serviced
Tax Administrator”: With respect to each Non-Serviced Mortgage Loan, if any, the tax administrator under the related
Non-Serviced Pooling and Servicing Agreement. There are no Non-Serviced Tax Administrators related to the Trust as of the Closing
Date.


 


“Non-Serviced
Trust Advisor”: With respect to each Non-Serviced Mortgage Loan, if any, the trust advisor under the related Non-Serviced
Pooling and Servicing Agreement. There are no Non-Serviced Trust Advisors related to the Trust as of the Closing Date.


 


“Non-Serviced
Trustee”: With respect to each Non-Serviced Mortgage Loan, if any, the trustee under the related Non-Serviced Pooling
and Servicing Agreement. There are no Non-Serviced Trustees related to the Trust as of the Closing Date.


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance (including any Unliquidated Advance that constitutes a Nonrecoverable P&I
Advance) or Nonrecoverable Servicing Advance (including any Unliquidated Advance that constitutes a Nonrecoverable Servicing Advance).
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 Charges, Insurance Proceeds, 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


 



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general collections on the Mortgage Loans and REO Properties. The
determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any Non-Serviced
Mortgage Loan shall be made by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer, as the case may be, pursuant
to the related Non-Serviced Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding
upon the Trust and the Certificateholders.


 


“Nonrecoverable
P&I Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section
4.03(c), any P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance, previously made and any P&I
Advance contemplated to be made in respect of any Mortgage Loan or related successor REO Mortgage Loan that, as determined by the
Master Servicer or, if applicable, by the Trustee, or by the Special Servicer pursuant to Section 4.03(c), subject to the
Servicing Standard, or, with respect to the Trustee, in its reasonable, good faith judgment, will not be ultimately recoverable,
or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, 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).


 


“Nonrecoverable
Servicing Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section
3.11(h), any Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing Advance, previously made, and any
Servicing Advance proposed to be made, in respect of any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO
Property that, as determined by the Master Servicer or, if applicable or the Trustee, or by the Special Servicer pursuant to Section
3.11(h), in its reasonable, good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered,
from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on
or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or such Administered REO Property (without giving effect
to potential recoveries on deficiency judgments or recoveries from guarantors).


 


“Non-United
States Tax Person”: Any Person other than a United States Tax Person.


 


“NRSRO”:
A nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act); provided,
however, that, when referred to in connection with the Certificate Administrator’s Website or the Rule 17g-5 Information
Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered
an NRSRO Certification.


 


“NRSRO Certification”:
A certification executed (or submitted electronically by means of a click-through confirmation on the Rule 17g-5 Information Provider’s
Website) by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit P hereto
(which may also be submitted electronically via the Rule 17g-5 Information Provider’s Website) that states that (i) such
NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), (ii) such NRSRO has access
to the Depositor’s 17g-5 website and (iii) the same confidentiality provisions that apply with respect to access to the depositor’s
website, apply with respect to access to the Rule 17g-5 Information Provider’s Website. An NRSRO Certification will be deemed
to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.


 






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“Offering Circular:
The final Offering Circular dated March 28, 2017, relating to the Certificates delivered by the Depositor to the Placement Agents.


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or Special Servicer or a Responsible
Officer of the Certificate Administrator or the Trustee, as the case may be, or, with respect to any other Person, a certificate
signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, Director or Managing
Director, an Assistant Vice President or any other authorized officer (however denominated) or another officer customarily performing
functions similar to those performed by any of the above designated officers or, 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.


 


“Opinion of
Counsel”: A written opinion of counsel (who must, in the case of any such opinion relating to the taxation of the Trust
Fund or any portion thereof, the status of any REMIC Pool as a REMIC for taxation purposes or a resignation under Section 6.04,
be Independent counsel, but who otherwise may be salaried counsel for the Depositor, the Certificate Administrator, the Trustee,
the Tax Administrator, the Master Servicer or the Special Servicer), which written opinion is acceptable and delivered to the addressee(s)
thereof and which opinion of counsel, except as provided herein, shall not be at the expense of the Certificate Administrator,
the Tax Administrator, the Trustee or the Trust Fund.


 


“Original Certificate
Principal 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 Mortgage
Loans”: The mortgage loans initially identified on the schedule attached hereto as Schedule I including each Non-Serviced
Mortgage Loan. No Pari Passu Companion Loan is an “Original Mortgage Loan”.


 


“Other Depositor”:
The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion
Loan.


 


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


 


“Other Pooling
and Servicing Agreement”: The pooling and servicing agreement relating to an Other Securitization.


 


“Other Securitization”:
Any commercial mortgage securitization trust that holds a Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan
with respect thereto.


 


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


 


“Other Trustee”:
The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion
Loan.


 


“OTS”:
The Office of Thrift Supervision or any successor thereto.


 






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“Ownership Interest”:
In the case of 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”:
With respect to any Mortgage Loan or REO Mortgage Loan (including a Non-Serviced Mortgage Loan or any successor REO Mortgage Loan
thereto), any advance made by the Master Servicer or the Trustee pursuant to Section 4.03.


 


“P&I Advance
Date”: The Business Day preceding each Distribution Date.


 


“Pari Passu
Companion Loan”: A Serviced Pari Passu Companion Loan and/or a Non-Serviced Pari Passu Companion Loan, as the context
may require.


 


“Pari Passu
Mortgage Loan”: A Mortgage Loan that is part of a Loan Combination that is pari passu in right of payment to the related
Pari Passu Companion Loan. As of the Closing Date, the Charlotte Plaza Mortgage Loan, the Hotel Gansevoort Mortgage Loan and the
Westin Palo Alto Mortgage Loan are each a Pari Passu Mortgage Loan related to the Trust.


 


“Pari Passu
Primary Servicing Fee”: With respect to each Serviced Companion Loan (and any successor REO Mortgage Loan with respect
thereto), the fee payable to the Master Servicer and any related primary servicer, as the case may be, pursuant to Section 3.11(a).


 


“Pari Passu
Primary Servicing Fee Rate”: With respect to each Pari Passu Companion Loan, a rate equal to 0.01% (1.0 basis point)
per annum.


 


“Pass-Through
Rate”: The per annum rate at which interest accrues in respect of any Class of Regular Certificates during any
Interest Accrual Period, which rate shall be:


 


(a)       with
respect to the Class A-1 Certificates, a rate equal to 2.417% per annum; and


 


(b)       with
respect to the Class A-2 Certificates, a rate equal to 2.776% per annum; and


 


(c)       with
respect to the Class A-3 Certificates, a rate equal to 4.500% per annum; and


 


(d)       with
respect to the Class A-4 Certificates, a rate equal to 3.390% per annum; and


 


(e)       with
respect to the Class A-5 Certificates, a rate equal to 3.549% per annum; and


 


(f)        with
respect to the Class A-S Certificates, a rate equal to 4.021% per annum; and


 


(g)       with
respect to the Class B Certificates, a rate equal to the lesser of (i) 4.618% per annum and (ii) the REMIC II Remittance
Rate in respect of REMIC II Regular Interest B for the subject Interest Accrual Period; and


 


(h)       with
respect to the Class C, Class D, Class E, Class F and Class G Certificates, an annual rate equal to the REMIC II Remittance Rate
in respect of REMIC II Regular Interest having the same designation as the subject Class for the subject Interest Accrual Period;
and


 






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(i)        with
respect to the Class X Certificates, the Class X Strip Rate for such Interest Accrual Period.


 


“Past Grace
Period Loan”: With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable,
in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact
that such Monthly Payment or Assumed Monthly Payment remains unpaid past its Due Date and past any applicable grace period for
such Monthly Payment or Assumed Monthly Payment.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Percentage
Interest”: With respect to (a) any Interest-Only Certificate or Principal Balance Certificate, the portion of the relevant
Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance or
Certificate Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof,
and the denominator of which is the initial Class Principal Balance or initial Class Notional Amount, as the case may be, of the
relevant Class as of the Closing Date; and (b) any Class R or Class Q Certificate, the percentage interest in distributions to
be made with respect to the relevant Class, as specified on the face of such Certificate.


 


“Performing
Mortgage Loan”: Any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.


 


“Performing
Serviced Companion Loan”: Any Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.


 


“Performing
Serviced Loan Combination”: Any Serviced Loan Combination with respect to which the related Mortgage Loan is a Performing
Serviced Mortgage Loan and each related Serviced Companion Loan is a Performing Serviced Companion Loan.


 


“Performing
Serviced Mortgage Loan”: Any Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan.


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at
all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating
Agency Confirmation relating to the Certificates:


 


(i)             direct
obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency
or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;


 


(ii)            repurchase
agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such obligations
(A)(1) in the case of such investments with maturities of 30 days or less, the short-term obligations of which


 



    55


     


    

 


counterparty are
rated in the highest short-term rating category by Moody’s and at least “F1” by Fitch or the long-term obligations
of which counterparty 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 the applicable repurchase
agreement counterparty are rated in the highest short-term rating category by Moody’s and at least “F1+” by Fitch
or the long-term obligations of which counterparty are rated at least “A2” by Moody’s and “AA-” by
Fitch, (3) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations
of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by Moody’s and at
least “F1+” by Fitch and the long-term obligations of which counterparty are rated at least “Aa3” by Moody’s
and “AA-” by Fitch, and (4) in the case of such investments with maturities of more than six months, the short-term
obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by Moody’s
and at least “F1+” by Fitch and the long-term obligations of which counterparty are rated “Aaa” by Moody’s
and at least “AA-” by Fitch, and (B) the short-term obligations of the applicable repurchase agreement counterparty
are rated in the highest short-term debt rating category of KBRA (if then rated by KBRA) and, if it has a term in excess of six
months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by KBRA (if then rated by KBRA)
(or, in the case of any such Rating Agency as set forth in subclauses (1) – (4) above, such lower rating as is the
subject of a Rating Agency Confirmation by such Rating Agency);


 


(iii)         federal
funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank
or trust company organized under the laws of the United States or any state thereof, (A)(1) in the case of such investments with
maturities of 30 days or less, the short-term obligations of which bank or trust company are rated in the highest short-term rating
category by Moody’s and at least “F1” by Fitch or the long-term obligations of which bank or trust company 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 bank or trust company are rated in the highest
short-term rating category by Moody’s and at least “F1+” by Fitch or the long-term obligations of which bank
or trust company are rated at least “A2” by Moody’s and “AA-” by Fitch, (3) in the case of such investments
with maturities of six months or less, but more than three months, the short-term obligations of which bank or trust company are
rated in the highest short-term rating category by Moody’s and at least “F1+” by Fitch and the long-term obligations
of which bank or trust company are rated at least “Aa3” by Moody’s and “AA-” by Fitch, and (4) in
the case of such investments with maturities of more than six months, the short-term obligations of which bank or trust company
are rated in the highest short-term rating category by Moody’s and at least “F1+” by Fitch and the long-term
obligations of which bank or trust company are rated “Aaa” by Moody’s and at least “AA-” by Fitch,
and (B) the short-term obligations of which bank or trust company are rated in the highest short-term debt rating category of KBRA
(if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in subclauses (1) – (4) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);


 






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(iv)        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 in the highest short-term rating category by 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 corporation are rated at least “P-1” by 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
(or such lower rating as is the subject of a Rating Agency Confirmation by Moody’s and Fitch), (3) in the case of such investments
with maturities of six months or less, but more than three months, the short-term obligations of which corporation are rated at
least “P-1” by Moody’s and “F1+” by Fitch (or long-term obligations of which are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch)) and the long-term obligations of which corporation are rated
at least “Aa3” by Moody’s (or such lower rating as is the subject of a Rating Agency Confirmation by Moody’s
and Fitch), and (4) in the case of such investments with maturities of more than six months, the short-term obligations of which
corporation are rated at least “P-1” by Moody’s and “F1+” by Fitch (or long-term obligations of which
are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch)), and the long-term obligations
of which corporation are rated “Aaa” by Moody’s (provided, however, that in the case of investments
of funds in a Servicing Account pursuant to subclauses (1)-(4), with respect to the required Moody’s rating, the subject
corporation need only have a short-term rating of at least “P-1” from Moody’s), and (B) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of KBRA (if then rated by KBRA) (or, in the case
of any such Rating Agency as set forth in subclauses (A) – (B) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency);


 


(v)          units
of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value
per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage
Money Market Fund) so long as any such fund is rated “Aaa-mf” by Moody’s and in the highest short term unsecured
debt ratings category by KBRA (or, if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2)
NRSROs (which may include the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in
a Rating Agency Confirmation);


 


(vi)        an
obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (ii) – (v) above, and is the subject of a Rating Agency Confirmation from each Rating Agency
for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation or security;
and


 






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(vii)       any
other obligation or security other than one listed in clauses (i) – (v) above, that is the subject of a Rating Agency
Confirmation from each and every Rating Agency;


 


provided that each investment described
hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to
maturity greater than 120% of the yield to maturity at par of the obligations, (B) be purchased at a price greater than par, (C)
be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited
transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached
to its rating; and provided, further, that each investment described hereunder must have (X) a predetermined fixed
amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining
maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (v)
of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single
fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder
must be a “cash flow investment” (within the meaning of the REMIC Provisions).


 


“Permitted Transferee”:
Any Transferee of a Class R Certificate other than (a) a Disqualified Organization, (b) a Disqualified Non-United States Tax Person,
(c) a Disqualified Partnership, (d) a foreign permanent establishment or fixed base (within the meaning of any applicable income
tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person or (e) any other Person as to
whom, as determined by the Tax Administrator (based upon an Opinion of Counsel, obtained at the request of the Tax Administrator
at the expense of such Person or the Person seeking to Transfer a Class R Certificate, supporting such determination), the Transfer
of a Class R Certificate may cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.


 


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


 


“Phase I Environmental
Assessment”: A “Phase I assessment” as described in, and meeting the criteria of, the American Society for
Testing and Materials, plus a radon and asbestos inspection.


 


“Placement Agents”:
Citigroup and Wells Fargo Securities.


 


“Plan”:
Any of those employee benefit plans and other benefit plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including
insurance company general accounts, that are subject to Part 4, Subtitle B, Title I of ERISA, Section 4975 of the Code or Similar
Law.


 


“Prepayment
Assumption”: For purposes of determining the accrual of original issue discount, market discount and premium, if any,
on the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates for federal income tax
purposes, the assumptions that (i) the Mortgage Loans will be prepaid at a 0% CPR, or annual constant prepayment rate; and (ii)
there will be no extension of the maturity date of any Mortgage Loan.


 






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“Prepayment
Interest Excess”: With respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that was subject to a
Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds,
any other early recovery of principal received) after the Due Date for such Mortgage Loan in any Collection Period, any payment
of interest (net of related Servicing Fees (and, in the case of any Non-Serviced Mortgage Loan, net of interest accrued at a rate
equal the rate per annum at which the fee, if any, payable to the applicable Non-Serviced Trust Advisor accrues) and, further,
net of any portion of such interest that represents Default Charges) actually Received by the Trust and collected from the related
Borrower or out of such Insurance Proceeds or Condemnation Proceeds, as the case may be, and intended to cover the period from
and after such Due Date to, but not including, the date of prepayment (exclusive, for the avoidance of doubt, of any related Prepayment
Premium or Yield Maintenance Charge that may have been collected).


 


“Prepayment
Interest Shortfall”: With respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that was subject to
a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds,
any other early recovery of principal received) prior to the Due Date for such Mortgage Loan in any Collection Period the amount
of interest, to the extent not collected from the related Borrower or otherwise (without regard to any Prepayment Premium or Yield
Maintenance Charge that may have been collected), not Received by the Trust, that would have accrued at a rate per annum
equal to the related Mortgage Rate (net of the Servicing Fee Rate) on the amount of such Principal Prepayment (or other early recovery
of principal) during the period from the date to which interest thereon was paid by the related Borrower to, but not including,
such Due Date (and, in the case of any Non-Serviced Mortgage Loan, if any, net of interest accrued at a rate equal to the rate
per annum at which the fee, if any, payable to the applicable Non-Serviced Trust Advisor accrues).


 


“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, such Mortgage Loan or any successor REO Mortgage 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 Servicing
Fee”: With respect to each Mortgage Loan, the monthly fee payable by the Master Servicer to the related primary servicer
(which may be the Master Servicer) in respect of primary servicing of such Mortgage Loan.


 


“Primary Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate set forth under “Primary Servicing Fee Rate” on the
Mortgage Loan Schedule, attached as Schedule I hereto, representing the rate at which the Primary Servicing Fee accrues on such
Mortgage Loan.


 


“Primary Servicing
Office”: The office of the Master Servicer or the Special Servicer, as the context may require, that is primarily responsible
for such party’s servicing obligations hereunder.


 


“Principal Balance
Certificate”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D,
Class E, Class F and Class G Certificates.


 






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“Principal Distribution
Amount”: With respect to any Distribution Date other than the Final Distribution Date, an amount (which shall in no event
be less than zero) equal to the excess, if any, of:


 


(I) the sum of:


 


(A)          the
aggregate (without duplication) of the following (such aggregate of the following amounts described below in this clause (A),
the “Unadjusted Principal Distribution Amount” for such Distribution Date):


 


(i)         all
payments of principal (including Principal Prepayments), including any such payments on Corrected Mortgage Loans (but exclusive,
if applicable, in the case of a Serviced Loan Combination, of any payments of principal payable to the related Serviced Companion
Loan Holder pursuant to the related Co-Lender Agreement), Received by the Trust with respect to the Mortgage Loans during the related
Collection Period, in each case exclusive of any portion of the particular payment that represents a Late Collection of principal
for which a P&I Advance (including any Unliquidated Advance in respect of a prior P&I Advance) was previously made under
this Agreement for a prior Distribution Date or that represents the principal portion of a Monthly Payment due on or before the
Cut-off Date or on a Due Date occurring subsequent to the calendar month in which such Distribution Date occurs,


 


(ii)        the
aggregate of the principal portions of all Monthly Payments due in respect of the Mortgage Loans for their respective Due Dates
occurring in the month in which such Distribution Date occurs, that were Received by the Trust (other than as part of a Principal
Prepayment) prior to the related Collection Period,


 


(iii)       the
aggregate of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds Received by the Trust with respect to any Mortgage
Loans during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal (whether
as Principal Prepayments or otherwise) of such Mortgage Loans in accordance with Section 1.03, in each case net of any portion
of such proceeds that represents a Late Collection of principal (a) due on or before the Cut-off Date or (b) for which a P&I
Advance (including an Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for
a prior Distribution Date,


 


(iv)       the
aggregate of all Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Revenues Received by the Trust with respect
to any REO Properties during the related Collection Period that were identified and applied by the Master Servicer as recoveries
of principal (whether as Principal Prepayments or otherwise) of the related REO Mortgage Loans in accordance with Section 1.03,
in each case net of any portion of such proceeds and/or revenues that represents a Late Collection of principal (a) due on or before
the Cut-off Date or (b) for which a P&I Advance (including an Unliquidated Advance in respect of a prior P&I Advance) was
previously made under this Agreement for a prior Distribution Date, and


 






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(v)        the
respective principal portions of all P&I Advances made under this Agreement in respect of the Mortgage Loans and any REO Mortgage
Loans with respect to such Distribution Date;


 


(B)           the
aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that,
in each case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed during
the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount for which a deduction was
made under clause (II)(B) below with respect to such Distribution Date; and


 


(C)           the
aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that,
in each case, is identified and applied by the Master Servicer (in accordance with Section 1.03) as a recovery of an amount
previously determined (in a Collection Period for a prior Distribution Date) to have been a Nonrecoverable Advance and for which
a deduction was made under clause (II)(C) below with respect to a prior Distribution Date; less


 


(II) the sum of:


 


(A)          the
aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during the
related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from principal advances and
collections on the Mortgage Pool pursuant to Subsection (iii) of Section 3.05(a)(II);


 


(B)           with
respect to each Mortgage Loan (1) with respect to which Insurance Proceeds, Condemnation Proceeds and/or Liquidation Proceeds were
received during the related Collection Period or (2) that was otherwise liquidated, including at a discount, during such Collection
Period, the aggregate amount of Liquidation Fees and Workout Fees paid with respect to such Mortgage Loan from a source other than
Default Charges during such Collection Period, provided that, in the case of any individual Mortgage Loan, the deduction
in respect of such Liquidation Fees and Workout Fees under this clause (II)(B) shall not exceed the amounts described in
clauses (I)(A)(i) through (v) that are attributable to such Mortgage Loan; and


 


(C)           the
aggregate amount of Nonrecoverable Advances (and Advance Interest thereon) that were reimbursed or paid during the related Collection
Period to one or more of the Master Servicer, the Special Servicer and the Trustee during the related Collection Period from principal
advances and collections on the Mortgage Pool pursuant to Subsection (iv) of Section 3.05(a)(II).


 


With respect to the Final
Distribution Date, the “Principal Distribution Amount” shall equal the aggregate Stated Principal Balance of the entire
Mortgage Pool outstanding immediately prior to the Final Distribution Date.


 


In no event shall any
portion of any Excess Liquidation Proceeds constitute a portion of the Principal Distribution Amount for any Distribution Date.


 






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“Principal Prepayment”:
Any payment of principal made by the Borrower on a Mortgage Loan which is received in advance of its scheduled Due Date and that
is not accompanied by an amount of interest (without regard to any Prepayment Premium and/or Yield Maintenance Charge that may
have been collected) representing scheduled interest due on any date or dates in any month or months subsequent to the month of
prepayment.


 


“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 Mortgage Loan or the exercise of the Directing Certificateholder’s consent rights under this Agreement,
and (ii) any information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in
any ongoing or future negotiations with the related Borrower or other interested party or in litigation or in potential legal proceedings.


 


“Privileged
Person”: Any of (i) the Depositor or its designee, (ii) each Placement Agent, (iii) the Trustee, (iv) the Certificate
Administrator, (v) the Master Servicer, (vi) the Special Servicer, (vii) the Non-Conflicted Special Servicer, if any, (viii) the
Directing Certificateholder, (ix) any Person who certifies to the Certificate Administrator substantially in the form of Exhibit
K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B, as applicable (which form shall also be located on,
and may be submitted electronically via, the Certificate Administrator’s internet website), that such Person is a Certificateholder,
a Certificate Owner or a prospective purchaser of a Certificate or any interest therein, and agrees to be bound by the confidentiality
provisions contained therein, that such Person is the Directing Certificateholder and/or a Controlling Class Certificateholder
and is not a Conflicted Holder, or that such Person is the Directing Certificateholder and/or a Controlling Class Certificateholder
and is a Conflicted Holder, as applicable, (x) the Non-Serviced Master Servicer, (xi) any Serviced Companion Loan Holder that delivers
a certification to the Certificate Administrator in the form of Exhibit K-4 hereto, (xii) after an Other Securitization,
the Other Master Servicer, and (xiii) each Rating Agency and each NRSRO that has submitted an NRSRO Certification to the Certificate
Administrator (which NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website); provided,
however, that in no event may a Borrower Party be considered a Privileged Person, subject to the following provisos; provided,
further, that any Conflicted Holder solely with respect to the related Conflicted Controlling Class Loan and a Conflicted
Special Servicer solely with respect to the related Conflicted Special Servicer Loan will not be considered a Privileged Person;
provided, further, that the foregoing will not be applicable to, nor limit, a Conflicted Holder’s right to
access information with respect to any Mortgage Loan other than Conflicted Loan Information with respect to the related Conflicted
Controlling Class Loan or a Conflicted Special Servicer’s right to access information with respect to any Mortgage Loan other
than with respect to the related Conflicted Special Servicer Loan. Subject to the foregoing, for purposes of obtaining information
or access to the Certificate Administrator’s Website, Privileged Persons who are a Borrower Party shall be prohibited from
obtaining such information or access pursuant to the terms of this Agreement, other than with respect to Distribution Date Statements
as provided in Section 4.02(a). The Certificate Administrator may require that Investor Certifications in the form of Exhibit
K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B 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 a mezzanine lender upon
notice from the Special Servicer pursuant to this Agreement in the form of Exhibit K-5 hereto (or such other form as mutually
agreed to by


 



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the Certificate Administrator and the Special Servicer) stating that such mezzanine lender has commenced foreclosure
proceedings against the equity collateral pledged to secure the related mezzanine loan.


 


“Proposed Plan”:
As defined in Section 3.17(a).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“PTE”:
Prohibited Transaction Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a cash price equal to the aggregate of (a) the outstanding principal balance
of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase less any portion of any Loss of Value
Payment then on deposit in the Loss of Value Reserve Fund attributable to such Mortgage Loan (or REO Property), (b) all accrued
and unpaid interest on such Mortgage Loan (or the related REO Mortgage Loan) at the related Mortgage Rate to, but not including,
the Due Date occurring in the Collection Period during which the applicable purchase or repurchase occurs (exclusive, however,
of any portion of such accrued but unpaid interest that represents Default Interest), (c) all related unreimbursed Servicing Advances
(including, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any such amounts allocable to such Mortgage
Loan and payable with respect thereto pursuant to the related Co-Lender Agreement) (together with Unliquidated Advances in respect
of prior Servicing Advances) and all related Servicing Advances (without duplication with Unliquidated Advances described in the
immediately preceding parenthetical clause) that were previously reimbursed out of collections on other Mortgage Loans and/or REO
Properties relating to other Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest with respect to any related Advances
(including, in the case of (i) any Non-Serviced Mortgage Loan, the pro rata portion of any such amounts allocable to such
Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement and (ii) any Serviced Loan Combination,
if a securitization trust holds a related Serviced Pari Passu Companion Loan, interest on any comparable debt service advances
made by a servicer or trustee of such securitization trust), and (e) solely in the case of a purchase, repurchase or substitution,
as applicable, by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement, (i) to the extent not otherwise included
in the amount described in clause (d) of this definition, any unpaid Special Servicing Fees and other outstanding Additional
Trust Fund Expenses (including without limitation any Liquidation Fee payable in connection with the applicable purchase or repurchase)
with respect to such Mortgage Loan (or REO Property) and (ii) to the extent not otherwise included in the amount described in clause
(c) or clause (e) of this definition, any costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Trustee or an agent of any of them (on behalf of the Trust) in enforcing the
obligation, if any, of the Mortgage Loan Seller to repurchase or replace such Mortgage Loan or REO Property.


 


For purposes of this
Agreement, (i) the “Purchase Price” in respect of a Serviced Pari Passu Companion Loan that is purchased by the related
mortgage loan seller shall be the repurchase price paid by the related mortgage loan seller under the related Other Pooling and
Servicing Agreement or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced
Loan Combination, the term “Mortgage Loan” or “REO Mortgage Loan” shall be construed to include the related
Serviced Companion Loan(s).


 


“Qualified Appraiser”:
In connection with the appraisal of any Mortgaged Property or REO Property, an Independent MAI-designated appraiser with at least
five years of experience in respect of the relevant geographic location and property type.


 






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“Qualified Bidder”:
As defined in Section 7.01(c).


 


“Qualified Institutional
Buyer” or “QIB”: A “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act.


 


“Qualified Insurer”:
An insurance company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction.


 


“Qualified Mortgage”:
A qualified mortgage within the meaning of Section 860G(a)(3) of the Code.


 


“Qualified Replacement
Special Servicer”: A Person that satisfies all of the eligibility requirements applicable to special servicers contained
in this Agreement.


 


“Qualified Reviewer”:
With respect to any Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of the review of $2,000,000
or less, an employee of the Special Servicer, which employee need not be a Qualified Appraiser but shall have experience in commercial
and/or multifamily properties, as the case may be, and possess sufficient knowledge to value such a property).


 


“Qualifying
Substitute Mortgage Loan”: In connection with the replacement of a Defective Mortgage Loan as contemplated by Section
2.03, any other mortgage loan which, on the date of substitution: (i) has an outstanding Stated Principal Balance, after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated
Principal Balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs;
(ii) has a fixed Mortgage Rate, if it is replacing a Mortgage Loan with a fixed Mortgage Rate and the Mortgage Rate that is not
less than the Mortgage Rate of the Defective Mortgage Loan; (iii) has the grace period that ends no later than the Master Servicer
Remittance Date; (iv) has a remaining term to stated maturity not greater than that of the Defective Mortgage Loan, (v) has a Stated
Maturity Date not later than twelve years prior to the Rated Final Distribution Date; (vi) has a then current loan-to-value ratio
not higher than, and a then current debt service coverage ratio not lower than, the loan-to-value ratio and debt service coverage
ratio, respectively, of the Defective Mortgage Loan as of the Closing Date; (vii) will comply, as of the date of substitution,
with all of the representations relating to the Defective Mortgage Loan set forth in or made pursuant to the Mortgage Loan Purchase
Agreement; (viii) has a Phase I Environmental Assessment relating to the related Mortgaged Property in its Servicing File, which
Phase I Environmental Assessment will evidence that there is no material adverse environmental condition or circumstance at the
related Mortgaged Property for which further remedial action may be required under applicable law; (ix) constitutes a “qualified
replacement mortgage” within the meaning of Section 860G(a)(4) of the Code (as evidenced by an Opinion of Counsel provided
by the Mortgage Loan Seller at its expense); and (x) if it has an adjustable rate, it is replacing a Mortgage Loan that is or relates
to an Adjustable Rate Mortgage Loan or a Hybrid ARM Mortgage Loan for which the initial Rate Reset Date has occurred; provided,
however, that if more than one mortgage loan is to be substituted for any Defective Mortgage Loan, then all such proposed
Replacement Mortgage Loans shall, in the aggregate, satisfy the requirement specified in clause (i) of this definition and
have a weighted average remaining term to stated maturity that satisfies the condition described in clause (iv) above and
each such proposed Replacement Mortgage Loan shall, individually, satisfy each of the requirements specified in clauses (ii)
and (iii) and clauses (v) through (x) of this definition; and provided, further, that no mortgage loan
shall be substituted for a Defective Mortgage Loan unless (a) so long as a Control


 



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Termination Event has not occurred and is not
continuing, such prospective Replacement Mortgage Loan shall be acceptable to the Directing Certificateholder (or, if there is
no Directing Certificateholder then serving, to the Holders of Certificates representing a majority of the Voting Rights allocated
to the Controlling Class), in its (or their) sole discretion, (b) such substitution is the subject of a Rating Agency Confirmation
and (c) the Mortgage Loan Seller (at its expense) has delivered or caused to have been delivered to the Trustee an Opinion of Counsel
to the effect that the substitution of such mortgage loan would not result in an Adverse REMIC Event with respect to any REMIC
Pool, either immediately or at some future date due to the right of the mortgagor to obtain a release of all or any portion of
the real property securing such Replacement Mortgage Loan by exercising a unilateral option within the meaning of Treasury Regulation
Section 1.1001-3(c)(3) (or any successor provision) in a manner that could result in such Replacement Mortgage Loan ceasing to
be a Qualified Mortgage on or after the date of such release. When a Replacement Mortgage Loan is substituted for a Defective Mortgage
Loan, the Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall
send such certification to the Trustee.


 


“Rate Reset
Date”: With respect to each Adjustable Rate Mortgage Loan and each Hybrid ARM Mortgage Loan, the date on which the Mortgage
Note provides for adjustment of the Mortgage Rate.


 


“Rated Certificate”:
Any of the Certificates to which a rating has been assigned by a Rating Agency at the request of the Depositor.


 


“Rated Final
Distribution Date”: With respect to each Class of Rated Certificates, the Distribution Date in March 2050.


 


“Rating Agency”:
With respect to any Class of Rated Certificates, each of Moody’s, Fitch and KBRA.


 


“Rating Agency
Confirmation”: With respect to any matter, written confirmation (which may be in electronic form) from each applicable
Rating Agency that a proposed action, failure to act or other event 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 such Rating Agency); provided
that if a written waiver or acknowledgment indicating its decision not to review the matter for which the Rating Agency Confirmation
is sought, then the requirement to receive a Rating Agency Confirmation from the Rating Agency with respect to such matter shall
not apply. For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required
to be in writing may be in the form of electronic mail. Notwithstanding anything to the contrary set forth in this Agreement, at
any time during which the Certificates are no longer rated by a Rating Agency, no Rating Agency Confirmation will be required under
this Agreement. With respect to any matter affecting any Serviced Pari Passu Companion Loan (or successor REO Loan) as to which
any Serviced Companion Loan Securities exist, any reference herein to “Rating Agency Confirmation” shall also refer
to a confirmation from the nationally recognized statistical rating organizations then rating the securities representing an interest
in such loan regarding such rating organizations’ respective ratings of such securities; provided that no such “Rating
Agency Confirmation” shall be required to the extent that the related Other Pooling and Servicing Agreement does not require
the delivery of a “rating agency confirmation” or “no downgrade confirmation” or any analogous concept
for loans (taking into consideration any size and/or percentage of the related mortgage pool requirements) serviced under such
Other Pooling and Servicing Agreement.


 






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“Rating Agency
Inquiries”: As defined in Section 8.12(g).


 


“Rating Agency
Q&A Forum and Servicer Document Request Tool”: As defined in Section 8.12(g).


 


“Realized Loss”:
With respect to:


 


(1)       each
Mortgage Loan or Serviced Loan Combination as to which a Final Recovery Determination has been made (or any related successor REO
Mortgage Loan as to which a Final Recovery Determination has been made as to the related REO Property), and with respect to each
Mortgage Loan or Serviced Loan Combination, as applicable, that is a Corrected Mortgage Loan on which all amounts have been fully
paid under the terms of such Corrected Mortgage Loan (as it may have been modified), an amount (not less than zero) equal to the
excess, if any, of (a) the sum of (i) the unpaid principal balance of such Mortgage Loan or Serviced Loan Combination, as applicable,
or REO Mortgage Loan, as the case may be, as of the commencement of the Collection Period in which the Final Recovery Determination
was made or the final payment was made, as the case may be, plus (ii) without taking into account the amount described in subclause
(1)(b) of this definition, all accrued but unpaid interest (exclusive, however, of any portion of such accrued but unpaid interest
that represents Default Interest) on such Mortgage Loan or Serviced Loan Combination, as applicable, or such REO Mortgage Loan,
as the case may be, to but not including the Due Date in the Collection Period in which the Final Recovery Determination was made
or such final payment was made, as the case may be, plus (iii) without duplication with amounts included under another subclause
above, all related unreimbursed Servicing Advances (together with Unliquidated Advances in respect of prior Servicing Advances)
and unpaid Liquidation Expenses, plus (iv) the amount of any and all related Special Servicing Fees, Liquidation Fees and/or Workout
Fees with respect to such Mortgage Loan or Serviced Loan Combination, as applicable, or successor REO Mortgage Loan, to the extent
not previously reflected as Realized Loss with respect to such Mortgage Loan or Serviced Loan Combination, as applicable, or successor
REO Mortgage Loan, plus (v) any accrued and unpaid Advance Interest on any Advances, over (b) all payments and proceeds,
if any, Received by the Trust in respect of such Mortgage Loan or Serviced Loan Combination, as applicable, or, to the extent allocable
to such REO Mortgage Loan, the related REO Property, as the case may be, during the Collection Period in which such Final Recovery
Determination was made or such final payment was made, as the case may be;


 


(2)       each
Mortgage Loan or Serviced Loan Combination, as applicable, as to which any portion of the principal or previously accrued interest
payable thereunder or any Unliquidated Advance was canceled in connection with a bankruptcy or similar proceeding involving the
related Borrower or a modification, extension, waiver or amendment of such Mortgage Loan or Serviced Loan Combination, as applicable,
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Serviced
Mortgage Loan, by the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer pursuant to the related
Non-Serviced Pooling and Servicing Agreement), the amount of such principal and/or interest (other than Default Interest) or Unliquidated
Advance so canceled; and


 


(3)       each
Mortgage Loan or Serviced Loan Combination, as applicable, as to which the Mortgage Rate thereon has been permanently reduced and
not recaptured for any


 



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period in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification,
extension, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant
to Section 3.20 (or, in the case of a Non-Serviced Mortgage Loan, by the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer pursuant to the related Non-Serviced Pooling and Servicing Agreement), the amount of the consequent
reduction in the interest portion of each successive Monthly Payment due thereon (on the related Due Date for the affected Monthly
Payment).


 


Notwithstanding the foregoing,
any allocation of any Realized Loss to any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of Principal Balance
Certificates, as the case may be, may occur (i) in the case of any amount described in clause (1) or clause (2) above,
solely pursuant to, in accordance with and to the extent provided by the combination of (x) the accounting for such amount that
occurs under the definition of “Stated Principal Balance” and (y) the operation of Section 4.04 of this Agreement
and (ii) in the case of any amount described in clause (3) above, solely pursuant to, in accordance with and to the extent
provided by the operation of Section 4.04 of this Agreement.


 


Realized Losses with
respect to any Serviced A/B Loan Combination shall be allocated first to the related Serviced Subordinate Companion Loan and then
to the related Serviced Mortgage Loan, in each case in accordance with the related Co-Lender Agreement.


 


“Realized Loss
Template”: With respect to each Collection Period, 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. The Realized Loss Template shall be in Excel format or such other format as is reasonably
acceptable to the Master Servicer, the Trustee, the Certificate Administrator and the Directing Certificateholder.


 


“Received by
the Trust”: In the case of (a) a Non-Serviced Mortgage Loan or any REO Property related thereto, received by the Trustee
(or the Master Servicer on behalf of the Trustee), as holder of the Mortgage Note for such Non-Serviced Mortgage Loan, on behalf
of the Trust; and (b) any Serviced Mortgage Loan, Serviced Loan Combination or related Administered REO Property, received by the
Master Servicer (or any Sub-Servicer thereof), the Special Servicer (or any Sub-Servicer thereof), the Certificate Administrator
or the Trustee, as the case may be, on behalf of the Trust and/or, in connection with a Serviced Loan Combination, the related
Serviced Companion Loan Holder(s).


 


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


 


“Regular Certificate”:
Any of the Principal Balance Certificates or Interest-Only Certificates. The Regular Certificates have the terms provided for in
Section 2.16.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such
rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from
time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time as of the
compliance dates specified therein.


 


“Regulation
S”: Regulation S under the Securities Act.


 






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“Regulation
S Global Certificate”: With respect to any Class of Book-Entry Certificates offered and sold outside of the United States
in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered
form without interest coupon, each of which Certificates bears a Regulation S Legend.


 


“Regulation
S Legend”: With respect to any Class of Book-Entry Certificates offered and sold outside the United States in reliance
on Regulation S, a legend generally to the effect that such Certificates may not be offered, sold, pledged or otherwise transferred
in the United States or to a United States Securities Person prior to the Release Date except pursuant to an exemption from the
registration requirements of the Securities Act.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of Advance Interest, which rate per annum is equal
to the “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime
rate” may change from time to time. If The Wall Street Journal ceases to publish the “prime rate”, then
the Certificate Administrator, in its sole discretion, shall select an equivalent publication that publishes such “prime
rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by
a governmental or quasi-governmental body, then the Certificate Administrator shall select a comparable interest rate index. In
either case, such selection shall be made by the Certificate Administrator in its sole discretion and the Certificate Administrator
shall notify the Master Servicer and the Special Servicer in writing of its selection.


 


“Release Date”:
The date that is 40 days following the later of (i) the Closing Date and (ii) the commencement of the initial offering of the Certificates
in reliance on Regulation S.


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer
and the Special Servicer, on Schedule III attached hereto). For clarification purposes, multiple Reporting Servicers can
have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain
Reporting Servicers.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860A through G of the Code.


 


“REMIC I”:
The segregated pool of assets designated as such in Section 2.11(a).


 


“REMIC I Regular
Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and, in each
such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code) in REMIC I. The
REMIC I Regular Interests have the designations and terms provided for in Section 2.11.


 


“REMIC I Remittance
Rate”: The per annum rate at which interest accrues in respect of any REMIC I Regular Interest during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.11(f).


 


“REMIC I Residual
Interest”: The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code)
in REMIC I issued pursuant to this Agreement.


 


“REMIC II”:
The segregated pool of assets designated as such in Section 2.13(a).


 






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“REMIC II Regular
Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and, in each
such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code) in REMIC II. The
REMIC II Regular Interests have the designations provided for in the Preliminary Statement hereto. The REMIC II Regular Interests
have the terms provided for in Section 2.13.


 


“REMIC II Remittance
Rate”: The per annum rate at which interest accrues in respect of any REMIC II Regular Interest during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.13(f).


 


“REMIC II Residual
Interest”: The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code)
in REMIC II issued pursuant to this Agreement.


 


“REMIC III”:
The segregated pool of assets designated as such in Section 2.15(a).


 


“REMIC III Component”:
Any of the separate beneficial ownership interests in REMIC III issued hereunder, evidenced by a Class of Interest-Only Certificates.
The REMIC III Components have the designations provided for in the Preliminary Statement hereto and each constitutes a “regular
interest” in REMIC III (within the meaning of Section 860G(a)(1) of the Code). The REMIC III Components have the terms provided
for in Section 2.15.


 


“REMIC III Residual
Interest”: The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code)
in REMIC III issued pursuant to this Agreement.


 


“REMIC Declaration”:
The REMIC declaration with respect to The Frontier Loan REMIC.


 


“REMIC Pool”:
Any of REMIC I, REMIC II, REMIC III or The Frontier Loan REMIC.


 


“REMIC Provisions”:
The 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 proposed, temporary and final Treasury regulations
and any published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REMIC Sub-Account”:
As defined in Section 3.04(b).


 


“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 and for the benefit of the
Persons specified in Section 3.16(b), which shall be entitled “Hudson Americas L.P. [or the name of any successor
Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee],
as Trustee, in trust for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates,
Series 2017-5, and if the account is established for the deposit of funds received in respect of one or more REO Properties related
to any Serviced Loan Combination, and the owners of any Serviced Companion Loan, as their interests may appear, REO Account”.


 






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“REO Acquisition”:
The acquisition of any REO Property pursuant to Section 3.09 (or, in the case of any REO Property related to a Non-Serviced
Mortgage Loan, pursuant to the related Non-Serviced Pooling and Servicing Agreement).


 


“REO Disposition”:
The sale or other disposition of any REO Property pursuant to Section 3.18 (or, in the case of any REO Property related
to a Non-Serviced Mortgage Loan, pursuant to the related Non-Serviced Pooling and Servicing Agreement).


 


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


 


“REO Mortgage
Loan”: The successor mortgage loan to a Mortgage Loan or Serviced Loan Combination (including those deemed to be outstanding
with respect to a Non-Serviced Mortgage Loan or a Serviced Companion Loan), which successor mortgage loan is deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Mortgage Loan shall be deemed to provide for monthly payments
of principal and/or interest equal to its Assumed Monthly Payment and otherwise to have the same terms and conditions as its predecessor
Mortgage Loan (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property on behalf of the Trust or, if applicable, in the case of any REO Property related to any
Serviced Loan Combination, on behalf of the Trust and the respective holders of the related Serviced Companion Loan(s), as applicable).
Each REO Mortgage Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the unpaid
principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan as of the date of the related REO
Acquisition. All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan
delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition, shall be deemed to continue to be due and owing in respect
of an REO Mortgage Loan. In addition, all amounts payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee
in respect of the predecessor Mortgage Loan as of the date of the related REO Acquisition, including any unpaid or unreimbursed
Servicing Fees, Pari Passu Primary Servicing Fees, Special Servicing Fees and Advances (together with Unliquidated Advances in
respect of prior Advances), together with any related unpaid Advance Interest on such Advances (other than Unliquidated Advances),
shall continue to be payable or reimbursable in the same priority and manner pursuant to Section 3.05(a) to the Master Servicer,
the Special Servicer, the Trustee or the Trust, as the case may be, in respect of an REO Mortgage Loan.


 








“REO Property”:
A Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders (and, in the case
of each such Mortgaged Property relating to a Serviced Loan Combination, also on behalf of the related Serviced Companion Loan
Holder(s), as applicable) 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 or Serviced Companion Loan; provided that a Mortgaged
Property that secures a Non-Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the related
Non-Serviced Pooling and Servicing Agreement for the benefit of the Trustee as the holder of such Non-Serviced Mortgage Loan and
of the holder of the related Non-Serviced Pari Passu Companion Loan(s) through foreclosure, acceptance of a deed in lieu of foreclosure
or otherwise in accordance with applicable law in connection with a default or imminent default of such Non-Serviced Mortgage Loan.


  



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


 


“REO Tax”:
As defined in Section 3.17(a).


 


“Replacement
Mortgage Loan”: Any Qualifying Substitute Mortgage Loan that is substituted by the Mortgage Loan Seller for a Defective
Mortgage Loan as contemplated by Section 2.03.


 


“Reporting Servicer”:
Each of the Master Servicer and the Special Servicer.


 


“Repurchase
Request”: With respect to any Mortgage Loan, any request or demand whether oral or written that the Mortgage Loan be
repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation
or warranty.


 


“Repurchase
Request Recipient”: As defined in Section 2.03(g).


 


“Request for
Release”: A request signed by a Servicing Officer of, as applicable, the Master Servicer in the form of Exhibit F-1
attached hereto or the Special Servicer in the form of Exhibit F-2 attached hereto.


 


“Required Appraisal
Loan”: As defined in Section 3.19(a).


 


“Required Claims-Paying Ratings”:
As used in Section 3.07 of this Agreement,


 


(i)          in
the case of coverage provided for a Mortgaged Property related to any Mortgage Loan or Serviced Loan Combination, a claims-paying
ability rating of at least (a) “A3” by Moody’s (or, if not rated by Moody’s, at least an equivalent rating
by (A) at least two NRSROs (which may include S&P, Fitch and/or KBRA) or (B) one NRSRO (which may include S&P Fitch and/or
KBRA) and A.M. Best Company) and (b) at least “A” by Fitch (or, if not rated by Fitch, at least “A-” or
an equivalent (or higher) rating by (A) at least two NRSROs (which may include S&P, Moody’s and/or KBRA) or (B) one NRSRO
(which may include S&P, Moody’s and/or KBRA) and A.M. Best Company), and


 


(ii)         in
the case of fidelity bond coverage or errors and omissions insurance required to be maintained pursuant to Section 3.07(d)
of this Agreement, a claims-paying ability rating at least equal to both (x) any one of the following: (a) “A-” by
S&P, (b) “A3” by Moody’s, (c) “A-” by Fitch or (d) “A:X” by A.M. Best Company and
(y) any one of the following: (a) “A-” by S&P, (b) “A3” by Moody’s, (c) “A-” by Fitch,
(d) “A (low)” by DBRS or (e) “A:X” by A.M. Best Company; provided, however, that any claims-paying
ability rating that satisfies the requirement in the preceding clause (x) will also satisfy the requirement in clause (y); and
provided that (A) an insurance carrier shall be deemed to have the applicable claims-paying ability ratings set forth above
if the obligations of such insurance carrier under the related insurance policy are guaranteed or backed in writing by an entity
that has long-term unsecured debt obligations that are rated not lower than the ratings set forth above or claims-paying ability
ratings that are not lower than the ratings set forth above; and (B) an insurance carrier will be deemed to have the applicable
claims-paying ability ratings set forth in this clause (ii) if a Rating Agency


 






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Confirmation is obtained from the Rating
Agency whose rating requirement has not been satisfied.


 


“Reserve Account”:
Any of the accounts established and maintained pursuant to Section 3.03(d).


 


“Reserve Funds”:
With respect to any Mortgage Loan or Serviced Loan Combination, any amounts delivered by the related Borrower to be held in escrow
by or on behalf of the mortgagee representing: (i) reserves for repairs, replacements, capital improvements and/or environmental
testing and remediation with respect to the related Mortgaged Property; (ii) reserves for tenant improvements and leasing commissions;
(iii) reserves for debt service; or (iv) amounts to be applied as a Principal Prepayment on such Mortgage Loan or Serviced Loan
Combination or held as Additional Collateral in the event that certain leasing or other economic criteria in respect of the related
Mortgaged Property are not met.


 


“Resolution
Extension Period”: As defined in Section 2.03(b).


 


“Responsible
Officer”: Any Vice President, any Trust Officer, any Assistant Secretary or any other officer of the Certificate Administrator
or the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement.


 


“Restricted
Group”: Collectively, the following persons and entities: (a) the Trustee, (b) the Exemption-Favored Parties; (c) the
Depositor; (d) the Master Servicer; (e) the Special Servicer; (f) any Sub-Servicers; (g) the Mortgage Loan Seller; (h) each Borrower,
if any, with respect to Mortgage Loans constituting more than 5.0% of the Cut-off Date Pool Balance; and (i) any and all Affiliates
of any of the aforementioned Persons.


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1
Notice”: As defined in Section 2.03(g).


 


“Rule 144A Global
Certificate”: With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates
collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons,
each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5
Information Provider’s Website”: www.ctslink.com, under the “NRSRO” tab for the related transaction.


 


“Securities
Act”: The Securities Act of 1933, as amended.


 



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“Security Agreement”:
With respect to any Mortgage Loan, any security agreement, chattel mortgage or similar document or instrument creating in favor
of the holder of such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage
Loan or related Companion Loan.


 


“Service(s)(ing)”:
In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by
an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure
requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall
have the meaning commonly understood by participants in the commercial mortgage-backed market.


 


“Serviced A/B
Loan Combination”: Any mortgage loan serviced under this Agreement that is divided into a senior mortgage note that is
included in the Trust and one or more subordinated mortgage note(s) not included in the Trust. References herein to a Serviced
A/B Loan Combination shall be construed to refer to the aggregate indebtedness under the related mortgage loan and the related
subordinated note(s). There are no Serviced A/B Loan Combinations related to the Trust as of the Closing Date.


 


“Serviced A/B
Loan Combination Custodial Account”: With respect to each Serviced A/B Loan Combination, the separate account or sub-account
created and maintained by the Master Servicer pursuant to Section 3.04(h) on behalf of the Certificateholders and the related
Serviced Subordinate Companion Loan Holder, which shall be entitled “Wells Fargo Bank, National Association [or name of successor
Master Servicer], as Master Servicer for the Certificateholders and the related Serviced Subordinate Companion Loan Holder relating
to, and for the benefit of Wilmington Trust, National Association [or name of successor Trustee], as Trustee, for the benefit of
the Holders of, LSTAR 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5, Serviced A/B Loan Combination Custodial
Account.” Amounts in each Serviced A/B Loan Combination Custodial Account applicable to the related Serviced Subordinate
Companion Loan shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund
(in respect of amounts reimbursable therefrom) and, the related Serviced Subordinate Companion Loan Holder. Any such account or
sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection Account).
There is no Serviced A/B Loan Combination Custodial Account related to the Trust as of the Closing Date.


 


“Serviced Companion
Loan”: A Serviced Pari Passu Companion Loan or a Serviced Subordinate Companion Loan.


 


“Serviced Companion
Loan Holder”: The holder of the promissory note(s) evidencing any Serviced Companion Loan.


 


“Serviced Companion
Loan Holder Register”: As defined in Section 3.27(b).


 


“Serviced Companion
Loan Securities”: For so long as the related Mortgage Loan or any successor REO Mortgage Loan is part of the Mortgage
Pool, any class of securities issued by an Other Securitization and backed by a Serviced Pari Passu Companion Loan. Any reference
herein to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of the related Serviced
Companion Loan.


 



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“Serviced Loan
Combination”: Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes
a mortgage note that is included in the Trust and one or more mortgage notes not included in the Trust (which mortgage note(s)
may be pari passu and/or subordinate in right of payment to the mortgage note included in the Trust). References herein to a Serviced
Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes. The Charlotte Plaza Loan Combination,
the Hotel Gansevoort Loan Combination and the Westin Palo Alto Loan Combination shall each be a Serviced Loan Combination.


 


“Serviced Loan
Combination Remittance Amount”: For each remittance date that the Master Servicer is required to make a distribution
to a Serviced Companion Loan Holder pursuant to Section 3.04(j) and with respect to any Serviced Loan Combination and related
Mortgaged Property (if it becomes an REO Property), any amount received by the Master Servicer (or, with respect to an REO Property,
the Special Servicer) during the related Collection Period that is payable to the related Serviced Companion Loan Holder pursuant
to the related Co-Lender Agreement or to be remitted to the Collection Account.


 


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


 


“Serviced Mortgage
Loan”: A Mortgage Loan serviced and administered under this Agreement.


 


“Serviced Pari
Passu Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage note not included in the Trust
that is serviced under this Agreement and that is generally payable on a pari passu basis with a Mortgage Loan included in the
Trust to the extent set forth in the related Co-Lender Agreement. The Charlotte Plaza Pari Passu Companion Loan, the Hotel Gansevoort
Pari Passu Companion Loan and the Westin Palo Alto Pari Passu Companion Loan shall each be a Serviced Pari Passu Companion Loan.


 


“Serviced Pari
Passu Companion Loan Administrative Fee Rate”: With respect to any Serviced Pari Passu Companion Loan, the “Administrative
Fee Rate” for such loan as set forth in the related Other Pooling and Servicing Agreement.


 


“Serviced Pari
Passu Companion Loan Custodial Account”: With respect to the Serviced Pari Passu Companion Loans, the separate account
or sub-account created and maintained by the Master Servicer pursuant to Section 3.04(g) on behalf of the Certificateholders
and the Serviced Pari Passu Companion Loan Holders, which shall be entitled “Wells Fargo Bank, National Association [or name
of successor Master Servicer], as Master Servicer for the Certificateholders and the Serviced Pari Passu Companion Loan Holders
relating to, and for the benefit of Wilmington Trust, National Association [or name of successor Trustee], as Trustee, for the
benefit of the Holders of, LSTAR 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5, Serviced Pari Passu Companion
Loan Custodial Account.” Amounts in the Serviced Pari Passu Companion Loan Custodial Account allocable to the Serviced Pari
Passu Companion Loans shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the
Trust Fund (in respect of amounts reimbursable therefrom) and, the Serviced Pari Passu Companion Loan Holders. Any such account
or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection
Account).


 



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“Serviced Pari
Passu Companion Loan Early Remittance Date”: As defined in Section 3.04(j).


 


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


 


“Serviced Subordinate
Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage note not included in the Trust that
is serviced under this Agreement and that is generally subordinate in right of payment to a Mortgage Loan included in the Trust
to the extent set forth in the related Co-Lender Agreement. There are no Serviced Subordinate Companion Loans related to the Trust
as of the Closing Date.


 


“Serviced Subordinate
Companion Loan Holder”: Any holder of a Serviced Subordinate Companion Loan.


 


“Servicing Account”:
The account or accounts established and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
All customary, reasonable and necessary “out-of-pocket” costs and expenses, including reasonable attorneys’ fees
and expenses, incurred or to be incurred, as the context requires, by the Master Servicer or the Special Servicer (or, if applicable,
the Trustee) in connection with the servicing or administration of a Serviced Mortgage Loan or Serviced Loan Combination and any
related Mortgaged Property as to which a default, delinquency or other unanticipated event has occurred or is imminent, or in connection
with the administration of any Administered REO Property, including:


 


(1)       any
such costs and expenses associated with (a) compliance with the obligations of the Master Servicer and/or the Special Servicer
set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance, restoration, protection, operation
and/or management of either a Mortgaged Property securing a Serviced Mortgage Loan, a Serviced Loan Combination or an Administered
REO Property, including the cost of any “force placed” insurance policy purchased by the Master Servicer or the Special
Servicer to the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or Special Servicer is
required to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds
or Liquidation Proceeds in respect of any such Serviced Mortgage Loan, a Serviced Loan Combination or any Administered REO Property,
(d) any enforcement or judicial proceedings with respect to any such Mortgage Loan or Serviced Loan Combination, including foreclosures
and similar proceedings, (e) the operation, management, maintenance and liquidation of any Administered REO Property, (f) obtaining
any Appraisal required to be obtained hereunder, and (g) UCC filings (to the extent that the costs thereof are not reimbursed by
the related Borrower), and


 


(2)       the
reasonable and direct out-of-pocket travel expenses incurred by the Special Servicer in connection with performing inspections
pursuant to Section 3.12(a);


 


provided that,
notwithstanding anything to the contrary, “Servicing Advances” shall not include (A) allocable overhead of the
Master Servicer, the Special Servicer or the Trustee, as the case may be, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses, (B) costs incurred by or
on behalf of any such


 






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party hereto or any Affiliate thereof in connection with its purchase of any Mortgage Loan or REO Property
pursuant to any provision of this Agreement or any intercreditor agreement or similar agreement or (C) costs or expenses expressly
required under this Agreement to be borne by the Master Servicer, the Special Servicer or the Trustee; and provided further,
however, that “Servicing Advances” shall also include any other expenditure which is expressly designated
as a “Servicing Advance” herein, including all Emergency Advances made by the Special Servicer or by the Master Servicer
at the direction of the Special Servicer hereunder.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


 


“Servicing Fee”:
With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the fee payable to the Master Servicer
and any related primary servicer, as the case may be, pursuant to Section 3.11(a).


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum
set forth under “Servicing Fee Rate” on the Mortgage Loan Schedule, attached as Schedule I hereto, which includes one
or more of the Master Servicing Fee Rate and the Primary Servicing Fee Rate.


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File, but including copies of documents required
to be part of the related Mortgage File and originals or copies of all management agreements which are not covered by clause
(xvii) of the definition of “Mortgage File” and originals of any Letters of Credit) that are in the possession
or under the control of, or that are required (pursuant to the Mortgage Loan Purchase Agreement, this Agreement or otherwise) to
be delivered and actually have been delivered to, as the context may require, the Master Servicer or the Special Servicer and relating
to the origination and servicing of any Mortgage Loan or Serviced Loan Combination or the administration of any REO Property and
reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Loan Combination,
including any documents delivered by the Mortgage Loan Seller as described in clause (i) of Section 2.01(f).


 


“Servicing Officer”:
Any officer or employee of the Master Servicer or the Special Servicer involved in, or responsible for, the administration and
servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by such party to
the Certificate Administrator, the Trustee, the Custodian and the Depositor on the Closing Date, as such list may thereafter be
amended from time to time by the Master Servicer or the Special Servicer, as the case may be.


 


“Servicing Released
Bid”: As defined in Section 7.01(c).


 


“Servicing Return
Date”: With respect to any Corrected Mortgage Loan, the date that servicing thereof is returned by the Special Servicer
to the Master Servicer pursuant to Section 3.21(a).


 


“Servicing Shift
Companion Loan”: With respect to any Servicing Shift Loan Combination, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Loan Combination
including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale


 






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of which to the related
Other Securitization will cause servicing to shift from this Agreement to the related Servicing Shift Pooling and Servicing Agreement
pursuant to the terms of the related Co-Lender Agreement for such Servicing Shift Loan Combination. As of the Closing Date, there
are no Servicing Shift Companion Loans related to the Trust.


 


“Servicing Shift
Loan Combination”: Any Loan Combination serviced under this Agreement as of the Closing Date, which includes the related
Servicing Shift Mortgage Loan included in the Trust and one or more Companion Loans not included in the Trust, but the servicing
of which is expected to shift to the related Servicing Shift Pooling and Servicing Agreement entered into in connection with the
securitization of the related Servicing Shift Companion Loan on and after the date of such securitization. As of the Closing Date,
there are no Servicing Shift Loan Combinations related to the Trust.


 


“Servicing Shift
Mortgage Loan”: With respect to any Servicing Shift Loan Combination, a Mortgage Loan included in the Trust that will
be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Servicing
Shift Pooling and Servicing Agreement entered into in connection with the securitization of the related Servicing Shift Companion
Loan on and after the date of such securitization. As of the Closing Date, there are no Servicing Shift Mortgage Loans related
to the Trust.


 


“Servicing Shift
Pooling and Servicing Agreement”: With respect to any Servicing Shift Loan Combination, the pooling and servicing agreement
under which such Servicing Shift Loan Combination will be serviced following the securitization of the related Servicing Shift
Companion Loan. As of the Closing Date, there are no Servicing Shift Pooling and Servicing Agreements related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Servicing Shift
Companion Loan is included in a securitization trust. As of the Closing Date, there are no Servicing Shift Securitization Dates
related to the Trust.


 


“Servicing Standard”:
With respect to each of the Master Servicer and the Special Servicer, to service and administer the Mortgage Loans, the Loan Combinations
and any REO Properties that such party is obligated to service and administer pursuant to this Agreement in the best interests
and for the benefit of the Certificateholders (or in the case of a Loan Combination, for the benefit of the Certificateholders
and the related Companion Loan Holder(s)) (as determined by the Master Servicer or the Special Servicer, as the case may be, in
its good faith and reasonable judgment), as a collective whole as if such Certificateholders and, if applicable, the related Companion
Loan Holder(s) constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate
nature of the related Subordinate Companion Loan) in accordance with applicable law and the terms of this Agreement, the terms
of the respective Mortgage Loans or Loan Combinations, as applicable, and the terms of the related Co-Lender Agreement, as applicable
(provided, that in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment
determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event (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 Trust Fund Expense by withdrawal from the Collection Account), the Master Servicer or the Special
Servicer, as applicable, must comply with the


 






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REMIC Provisions to the extent necessary to avoid an Adverse REMIC Event) and, to
the extent consistent with the foregoing, in accordance with the following standards:


 


(a)       with
the same care, skill, prudence and diligence as it services and administers comparable mortgage loans and manages real properties
on behalf of third parties or on behalf of itself, whichever is the higher standard with respect to mortgage loans and REO properties
that are comparable to those for which it is responsible hereunder, giving due consideration to customary and usual standards of
practice utilized by prudent institutional commercial mortgage loan servicers under comparable circumstances;


 


(b)       with
a view to: (i) in the case of the Master Servicer, the timely collection of all scheduled payments of principal and interest, including
Balloon Payments, under the Serviced Mortgage Loans (or Serviced Loan Combination, as applicable) and the full collection of all
Prepayment Premiums and Yield Maintenance Charges that may become payable under the Serviced Mortgage Loans (or Serviced Loan Combination,
as applicable), and (ii) in the case of the Special Servicer and any Serviced Mortgage Loan that is (A) a Specially Serviced Mortgage
Loan or (B) a Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) as to which the related Mortgaged Property has
become an Administered REO Property, the maximization of recovery on such Mortgage Loan to the Certificateholders (or in the case
of a Serviced Loan Combination, to the Certificateholders and the related Serviced Companion Loan Holder(s), (and, in the case
of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)),
as a collective whole, of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting
of anticipated collections that will be distributable to the Certificateholders (or in the case of a Serviced Loan Combination,
to the Certificateholders and the related Serviced Companion Loan Holder(s) (and, in the case of a Subordinate Companion Loan Holder,
taking into account the subordinate nature of the related Subordinate Companion Loan)), as a collective whole, to be performed
at a rate determined by the Special Servicer in accordance with Section 1.03(e)); and


 


(c)       without
regard to (i) any known relationship that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates
may have with a related Borrower, the Mortgage Loan Seller or any other party to this Agreement, (ii) the ownership of any Certificate,
any interest in a Serviced Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
(iii) the obligation of the Master Servicer to make Advances or otherwise to incur servicing expenses with respect to any Serviced
Mortgage Loan, Serviced Companion Loan or Administered REO Property (or, if applicable, to make P&I Advances with respect to
a Non-Serviced Mortgage Loan), (iv) the obligation of the Special Servicer to make, or direct the Master Servicer to make, Servicing
Advances (including Emergency Advances) or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced
Companion Loan or Administered REO Property, (v) the right of the Master Servicer or the Special Servicer, as the case may be,
or any of its Affiliates to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or
with respect to any particular transaction, (vi) any ownership, servicing and/or management by the Master Servicer or the Special
Servicer, as the case may be, or any of its Affiliates, of any other mortgage loans or real property, (vii) the ownership by the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates of any other debt owed by, or secured by
ownership interests in, any of the Borrowers or any Affiliate of a Borrower, and (viii) the


 






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obligations of the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates to repurchase any Mortgage Loan from the Trust Fund, or to
indemnify the Trust Fund, in any event as a result of a Material Breach or a Material Document Defect;


 


provided that the foregoing standards
shall apply with respect to a Non-Serviced Mortgage Loan and any related REO Property only to the extent that the Master Servicer
or the Special Servicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.


 


“Servicing Succession”:
As defined in Section 3.28(a).


 


“Servicing Termination
Event”: As defined in Section 7.01(a).


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, the occurrence of any of the events
described in clauses (a) through (h) of the definition of “Specially Serviced Mortgage Loan”.


 


“Similar Law”:
Any federal, state or local law that is materially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.


 


“Sole Certificateholder(s)”:
Any Holder or group of Holders, as the case may be, of 100% of each of the Class E, Class F and Class G Certificates with Certificate
Principal Balances greater than zero.


 


“Space Lease”:
The space or occupancy lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged Property, together
with any estoppels or other agreements executed and delivered by the lessor in favor of the lender under the related Mortgage Loan(s).


 


“Special Notice”:
Any of the following delivered by any Person hereunder to any other Person: (i) any notice of a modification, waiver or amendment
of any term of any Mortgage Loan; (ii) any notice of Final Distribution Date; (iii) any notice of the occurrence of a Servicing
Termination Event; (iv) any notice of the resignation of the Trustee or the Certificate Administrator and notice of the acceptance
of appointment by the successor trustee or certificate administrator; (v) any Officer’s Certificate of the Master Servicer
or the Special Servicer in connection with a determination that an Advance is or would be a Nonrecoverable Advance (including supporting
documentation); (vi) any notice of the termination of the Master Servicer or the Special Servicer; and (vii) any notice of the
termination of the Trust Fund.


 


“Special Servicer”:
Hudson Americas L.P., or its successor in interest, or any successor special servicer appointed as provided herein (including with
respect to any Conflicted Special Servicer Loan, if any, the related Non-Conflicted Special Servicer appointed pursuant to Section
6.05(e) of this Agreement, as applicable and as the context may require).


 


“Special Servicer
Decisions” means any of the following:


 


(a)         approving
any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 



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(b)         agreeing
to any modification, waiver, consent or amendment of a Serviced Mortgage Loan and any related Serviced Companion Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan
event of default, (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such
that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii)
a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise
permit such principal prepayment;


 


(c)         in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests have been satisfied), any request to incur additional
debt in accordance with the terms of the related Mortgage Loan documents;


 


(d)         approving
easements that materially affect the use or value of a Mortgaged Property or the borrower’s ability to make payments with
respect to the related Mortgage Loan;


 


(e)         in
circumstances where no lender discretion is permitted other than confirming that the conditions in the applicable Mortgage Loan
documents have been satisfied, any requests for the release of collateral or the acceptance of substitute or additional collateral
for a Serviced Mortgage Loan and any related Serviced Companion Loan other than: (i) grants of easements or rights of way that
do not materially affect the use or value of the Mortgaged Property or the Mortgagor’s ability to make any payments with
respect to such Mortgage Loan or Serviced Loan Combination; (ii) the release, substitution or addition of collateral securing such
Mortgage Loan or Serviced Loan Combination in connection with a defeasance of such collateral; or (iii) that are related to any
condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property;


 


(f)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance,”
“earn-out” or “holdback” escrows or reserves including the funding or disbursement of any such amounts
with respect to the Mortgage Loans listed on Schedule V to this Agreement, other than routine and/or customary escrow and
reserve fundings or disbursements for which the satisfaction of performance related criteria is not required pursuant to the terms
of the related Mortgage Loan documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course
impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an
approved lease, each in accordance with the Mortgage Loan documents or any other funding or disbursement as mutually agreed upon
by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer Decision);


 


(g)         any
adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Loan Combination with a debt service coverage ratio of below 1.25x (to the extent lender approval is required
under the related Mortgage Loan documents), if such budget includes material (more than 10%) increases in operating expenses or
payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers
paid at fee rates agreed to at the origination of the related Mortgage Loan or Serviced Loan Combination); and


 



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(h)         any
determination as to whether or not to cure any borrower defaults relating to ground leases (or, with respect to leasehold interests
that are Space Leases or air rights leases, Space Leases or air rights leases) that are part of the collateral for the related
Mortgage Loan;


 


provided, that in the case of each
of the foregoing clauses (a) through (h), such action is not otherwise a Material Action.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Serviced Mortgage
Loan), the fee designated as such and payable to the Special Servicer pursuant to the first paragraph of Section 3.11(c).


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Serviced
Mortgage Loan), 0.25% per annum.


 


“Specially Designated
Mortgage Loan Documents”: With respect to any Mortgage Loan, the following documents on a collective basis:


 


(i)        the
original executed Mortgage Note or alternatively, if the original executed Mortgage Note has been lost, an original lost note affidavit
and indemnity with a copy of such Mortgage Note;


 


(ii)       an
original or a copy of the Mortgage, in each case (unless the particular item has been sent for recording but has not been returned
from the applicable recording office) with evidence of recording indicated thereon; provided that if such original Mortgage
cannot be delivered with evidence of recording thereon on or before the 90th day following the Closing Date because
of a delay caused by the public recording office where such original Mortgage has been delivered for recordation, or because the
public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to the Custodian
a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s
Certificate of the Mortgage Loan Seller stating that such original Mortgage has been sent to the appropriate public recording official
for recordation or retained by the appropriate public recording office or (B) in the case of an original Mortgage that has been
lost after recordation, a certification by the appropriate county recording office where such Mortgage is recorded that such copy
is a true and complete copy of the original recorded Mortgage;


 


(iii)      an
original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned
has not been returned from the applicable recording office), of the Mortgage, in favor of “Wilmington Trust, National Association,
in its capacity as Trustee for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5” or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington
Trust, National Association, as Trustee for the registered holders of LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage
Pass-Through Certificates, Series 2017-5, and as lead lender on behalf of any Serviced Companion Loan Holder(s) secured by the
[insert name of Mortgaged Property]” (or, in each case, a copy thereof, certified to be the copy of such assignment submitted
for recording);


 



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(iv)      the
original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan;


 


(v)       if
a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original
or a copy of the related Ground Lease or Space Lease;


 


(vi)      if
any documents relating to, evidencing or constituting Additional Collateral for such Mortgage Loan are in the form of a Letter
of Credit, a photocopy of such Letter of Credit (and, for each Serviced Mortgage Loan, the original of such Letter of Credit
shall be delivered to the Master Servicer);


 


(vii)     if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise, management or similar agreement and (b) either (i) a signed copy of the estoppel certificate
or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage
Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan, together with such instrument(s)
of notice or transfer (if any) as are necessary to transfer or assign to the Trust Fund or the Trustee the benefits of such estoppel
certificate or comfort letter, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager
or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition
of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter
(in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination
or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit of the Trust Fund or the Trustee (and,
if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy shall be included in the “Mortgage
File” promptly following receipt thereof by the Mortgage Loan Seller).


 


provided, however, that in
the case of a Non-Serviced Mortgage Loan, (1) the “Specially Designated Mortgage Loan Document” contemplated by clause
(ii) above need only consist of the related Mortgage in recordable form provided to the related Non-Serviced Trustee or Non-Serviced
Custodian pursuant to the related Non-Serviced Pooling and Servicing Agreement, but need not reflect evidence of recordation in
the name of the related Non-Serviced Trustee or the related trust established under such related Non-Serviced Pooling and Servicing
Agreement, and (2) the “Specially Designated Mortgage Loan Document” contemplated by clause (iii) above need
only be a copy of the assignment in the name of the applicable Non-Serviced Trustee.


 


“Specially Serviced
Mortgage Loan”: Any Serviced Mortgage Loan or any Serviced Loan Combination (including any related REO Mortgage Loan)
as to which any of the following events has occurred:


 


(a)       the
related Borrower has failed to make when due any Balloon Payment, and the Borrower has not delivered to the Master Servicer or
the Special Servicer, on or before the due date of such Balloon Payment, a written refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within
60 days after the date on which such Balloon Payment will


 






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become due (provided that such Mortgage Loan or Serviced Loan
Combination shall immediately become a Specially Serviced Mortgage Loan if either (x) such refinancing does not occur before the
expiration of the time period for refinancing specified in such binding commitment or (y) the Master Servicer is required to make
a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Loan Combination, in respect of the Mortgage
Loan included in the same Serviced Loan Combination) at any time prior to such a refinancing); or


 


(b)       the
related Borrower has failed to make when due any Monthly 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


 


(c)       the
Master Servicer or the Special Servicer determines (in accordance with the Servicing Standard) that a default in making any Monthly
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 or the Special
Servicer determines (in accordance with the Servicing Standard) 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 Borrower has delivered a written refinancing commitment from an acceptable lender and
reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and the Master Servicer or the Special
Servicer, as applicable, shall promptly forward such commitment to the Special Servicer or Master Servicer, as applicable) which
provides that such refinancing will occur within 60 days following the date on which such Balloon Payment will become due, the
Master Servicer determines (in accordance with the Servicing Standard) that (A) the Borrower is likely not to make one or more
Assumed Monthly Payments prior to such a refinancing or (B) such refinancing is not likely to occur within 60 days following the
date on which such Balloon Payment will become due); or


 


(d)       there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Borrower 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 3.20 hereof) under the related Mortgage Loan
Documents, other than as described in clause (a), (b) or (c) above, that may, in the Master Servicer’s or the
Special Servicer’s good faith and reasonable judgment, materially impair the value of the related Mortgaged Property as security
for such Mortgage Loan or Serviced Loan Combination or otherwise materially and adversely affect the interests of Certificateholders
(or, in the case of any Serviced Loan Combination, the interests of the related Serviced Companion Loan Holder(s), as applicable),
which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Loan Combination
(or, if no cure period is specified, sixty (60) days); or


 


(e)       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 or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar


 






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proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the related Borrower and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days; or


 


(f)        the
related Borrower 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 Borrower or of or relating to all
or substantially all of its property; or


 


(g)       the
related Borrower 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


 


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


 


provided, however, that (A)
the classification of a Mortgage Loan as a Specially Serviced Mortgage Loan under clause (c) or (d) is subject to
Section 3.24(b); and (B) a Serviced Mortgage Loan or Serviced Loan Combination will cease to be a Specially Serviced Mortgage
Loan, when a Liquidation Event has occurred in respect of such Serviced Mortgage Loan or Serviced Loan Combination, or at such
time as such of the following as are applicable occur with respect to the circumstances identified above that caused such Serviced
Mortgage Loan or Serviced Loan Combination to be characterized as a Specially Serviced Mortgage Loan (and provided that
no other Servicing Transfer Event then exists):


 


(I)        with
respect to the circumstances described in clauses (a) and (b) above, the related Borrower has made three consecutive
full and timely Monthly Payments under the terms of such Serviced Mortgage Loan or Serviced Loan Combination (as such terms may
be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification,
waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20);


 


(II)       with
respect to the circumstances described in clauses (c), (e), (f), and (g) above, such circumstances
cease to exist in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer;


 


(III)     with
respect to the circumstances described in clause (d) above, such default is cured in the good faith reasonable judgment,
exercised in accordance with the Servicing Standard, of the Special Servicer; and


 


(IV)     with
respect to the circumstances described in clause (h) above, such proceedings are terminated.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successor in interest.


 



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“Startup Day”:
With respect to each REMIC Pool, the day designated as such in Section 2.11(a) (in the case of REMIC I), Section 2.13(a)
(in the case of REMIC II) or Section 2.15(a) (in the case of REMIC III), as applicable.


 


“Stated Maturity
Date”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the Due Date specified in the related
Mortgage Note (as in effect on the Closing Date or, in the case of a Replacement Mortgage Loan, on the related date of substitution)
on which the last payment of principal is due and payable under the terms of such Mortgage Loan or Serviced Companion Loan, without
regard to any change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related
Borrower or a modification, waiver or amendment of such Mortgage Loan or Serviced Companion Loan granted or agreed to by the Master
Servicer or Special Servicer pursuant to Section 3.20 (or, in the case of (i) a Non-Serviced Mortgage Loan, by the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer pursuant to the related Non-Serviced Pooling and Servicing
Agreement and (ii) an ARD Mortgage Loan, without regard to its Anticipated Repayment Date).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan or Serviced Loan Combination (or any component thereof) (and any successor
REO Mortgage Loan with respect thereto), a principal balance which (a) initially shall equal the unpaid principal balance thereof
as of the related Cut-off Date or, in the case of any Replacement Mortgage Loan, as of the related date of substitution, in any
event after application of all payments of principal due thereon on or before such date, whether or not received, and (b) shall
be permanently reduced on each subsequent Distribution Date (to not less than zero) by the sum of:


 


(i)        that
portion, if any, of the Unadjusted Principal Distribution Amount for such Distribution Date that is attributable to such Mortgage
Loan or Serviced Loan Combination (or any component thereof) (or successor REO Mortgage Loan); and


 


(ii)       the
principal portion of any Realized Loss incurred in respect of such Mortgage Loan or Serviced Loan Combination (or any component
thereof) (or successor REO Mortgage Loan) during the related Collection Period;


 


provided that, if a Liquidation
Event occurs in respect of any Mortgage Loan or Serviced Loan Combination (or any component thereof) or the related REO Mortgage
Loan, then the “Stated Principal Balance” of such Mortgage Loan or Serviced Loan Combination (or any component thereof)
or of the related REO Mortgage Loan, as the case may be, shall be zero commencing as of the close of business on the Distribution
Date next following the Collection Period in which such Liquidation Event occurred; and provided, further, that the
Stated Principal Balance of any Non-Serviced Mortgage Loan will be calculated in accordance with the definition of “Stated
Principal Balance” in the related Non-Serviced Pooling and Servicing Agreement. For purposes of this definition, monthly
remittances to any Serviced Companion Loan Holders are deemed made on the Distribution Date in each calendar month.


 


“Subordinate
Companion Loan”: A Serviced Subordinate Companion Loan. As of the Closing Date, there are no Serviced Subordinate Companion
Loans related to the Trust.


 


“Subordinate
Companion Loan Holder”: A Serviced Subordinate Companion Loan Holder.


 



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“Sub-Servicer”:
Any Person with which the Master Servicer or the Special Servicer has entered into a Sub-Servicing Agreement with respect to the
Mortgage Loans or Serviced Loan Combinations in accordance with the terms hereof.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of Mortgage Loans or Serviced Loan Combinations as provided in Section
3.22.


 


“Subsidiary
Servicer”: Hudson Special Services, Inc., or any successor thereto, in each case for as long as such entity is an Affiliate
of Hudson Americas L.P.


 


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for any Defective Mortgage
Loan, the amount, if any, by which the Purchase Price for such Defective Mortgage Loan (calculated as if it were to be repurchased,
instead of replaced, on the relevant date of substitution), exceeds the initial Stated Principal Balance or the initial aggregate
Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s) as of the date of substitution.


 


“Successful
Bidder”: As defined in Section 7.01(c).


 


“Tax Administrator”:
The Certificate Administrator, in its capacity as tax administrator hereunder, or any successor tax administrator appointed as
herein provided.


 


“Tax Administrator
Fee”: At any time when the Certificate Administrator is not also the Tax Administrator, the portion of the Certificate
Administrator Fee payable to the Tax Administrator in an amount agreed to by the Certificate Administrator and the Tax Administrator.


 


“Tax Matters
Person”: With respect to any REMIC Pool, the Person designated as the “tax matters person” of such REMIC
Pool in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, which
Person shall, pursuant to Section 10.01(b), be the Holder of Certificates evidencing the largest Percentage Interest in
the Class R Certificates.


 


“Tax Returns”:
The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of each REMIC Pool due to its classification as a REMIC under the REMIC Provisions, together with
any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with
the IRS under any applicable provisions of federal tax law or any other governmental taxing authority under applicable state or
local tax laws.


 


“Termination
Price”: As defined in Section 9.01(a).


 


“The Frontier
Borrower Litigation”: As defined in Section 3.34(a).


 


“The Frontier
Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the REMIC Declaration consisting of The Frontier
Mortgage Loan, the proceeds thereof and any property securing such Mortgage Loan that is acquired by foreclosure or deed-in-lieu
of foreclosure (to


 






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the extent of The Frontier Loan REMIC’s interest in such property securing The Frontier Mortgage Loan).


 


“The Frontier
Loan REMIC Regular Interest”: As defined in Section 2.17.


 


“The Frontier
Mortgage Loan”: The Mortgage Loan secured by the property identified on Schedule I as “The Frontier”. For
federal income tax purposes, The Frontier Mortgage Loan represents a beneficial interest in The Frontier Loan REMIC Regular Interest
equal to the outstanding principal balance of The Frontier Mortgage Loan.


 


“Third Party
Mortgage Loans”: Each Mortgage Loan for which an entity other than LStar Capital Finance II is identified as the originator
on the Mortgage Loan Schedule. There are no Third Party Mortgage Loans related to the Trust as of the Closing Date.


 


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental
report, seismic report or property condition report, if any.


 


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


 


“Transfer Affidavit
and Agreement”: As defined in Section 5.02(d).


 


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


 


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


 


“Trust”:
The trust created hereby.


 


“Trust Fund”:
Collectively, all of the assets of all the REMIC Pools and the Loss of Value Reserve Fund. For the avoidance of doubt, no Companion
Loan is an asset of the Trust Fund.


 


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


 


“Trustee Fee”:
At any time when the Certificate Administrator is not also the Trustee, the portion of the Certificate Administrator Fee payable
to the Trustee equal to a monthly fee of $290 pursuant to Section 8.05(a).


 


“UCC”:
The Uniform Commercial Code in effect in the applicable jurisdiction.


 


“UCC Financing
Statement”: A financing statement filed, or to be filed, pursuant to the UCC.


 


“Unadjusted
Distributable Certificate Interest”: As defined in the definition of “Interest Distribution Amount.”


 



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“Unadjusted
Principal Distribution Amount”: As defined in the definition of “Principal Distribution Amount.”


 


“Uncertificated
Accrued Interest”: As defined in Section 2.11(g) with respect to any REMIC I Regular Interest for any Interest
Accrual Period and in Section 2.13(g) with respect to any REMIC II Regular Interest for any Interest Accrual Period.


 


“Uncertificated
Distributable Interest”: As defined in Section 2.11(g) with respect to any REMIC I Regular Interest for any Distribution
Date and in Section 2.13(g) with respect to any REMIC II Regular Interest for any Distribution Date.


 


“Uncertificated
Principal Balance”: The principal balance outstanding from time to time of any REMIC I Regular Interest (calculated in
accordance with Section 2.11(e) hereof) or any REMIC II Regular Interest (calculated in accordance with Section 2.13(e)
hereof).


 


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


 


“United States
Tax Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from sources
without the United States is includible in gross income for United States federal income tax purposes regardless of its source
or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and
one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning
of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence
on August 20, 1996 that elect to be treated as United States Tax Persons).


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to Subsection (iii) of Section 3.05(a)(II) but that has not been recovered from the Borrower or otherwise
from collections on or the proceeds of the Mortgage Loan, Serviced Loan Combination or REO Property in respect of which the Advance
was made.


 


“USPAP”:
The Uniform Standards of Professional Appraisal Practices.


 


“Voting Rights”:
The voting rights evidenced by the respective Certificates. At all times during the term of this Agreement, 99.0% of the Voting
Rights shall be allocated among all the Holders of the various Classes of Principal Balance Certificates in proportion to the respective
Class Principal Balances of such Classes, 1.0% of the Voting Rights shall be allocated to the Holders of the Class X Certificates
for as long as they have a Class Notional Amount greater than zero. Voting Rights allocated to a particular Class of Certificateholders
shall be allocated among such Certificateholders in proportion to the respective Percentage Interests evidenced by their respective
Certificates. No Voting Rights shall be allocated to the Class Q and Class R Certificateholders.


 


“WAC Rate”:
With respect to each Interest Accrual Period, is the rate per annum equal to the weighted average, expressed as a percentage
and rounded to six decimal places, of the REMIC I


 






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Remittance Rates applicable to the respective REMIC I Regular Interests for such
Interest Accrual Period, weighted on the basis of the respective Uncertificated Principal Balances of such REMIC I Regular Interests
outstanding immediately prior to the related Distribution Date.


 


“Wells
Fargo Securities”: Wells Fargo Securities, LLC or its successor in interest.


 


“Westin Palo
Alto Loan Combination”: As defined in the Preliminary Statement.


 


“Westin Palo
Alto Mortgage Loan”: As defined in the Preliminary Statement.


 


“Westin Palo
Alto Pari Passu Companion Loan”: As defined in the Preliminary Statement.


 


“WHFIT”
means 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” means Treasury Regulations section 1.671-5, as amended.


 


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


 


“Within Grace
Period Loan”: With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable,
in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact
that, although such Monthly Payment or Assumed Monthly Payment has not been received, the Due Date, together with any applicable
grace period, for such Monthly Payment or Assumed Monthly Payment has not passed.


 


“Workout-Delayed
Reimbursement Amount”: As defined in Subsection (II)(i) of Section 3.05(a).


 


“Workout Fee”:
The fee designated as such in, and payable to the Special Servicer in connection with Corrected Mortgage Loans pursuant to, the
second paragraph of Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Mortgage Loan, 1.00%.


 


“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. General Interpretive
Principles.


 


For purposes of this
Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)          the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 



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(ii)         accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as in effect from time to time;


 


(iii)        references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iv)        a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(v)      
 the words “herein”, “hereof”, “hereunder”, “hereto”,
“hereby” and other words of similar import refer to this Agreement as a whole and not to any particular
provision; and


 


(vi)        the
terms “include” and “including” shall mean without limitation by reason of enumeration.


 


SECTION 1.03.     Certain Calculations
in Respect of the Mortgage Pool.


 


(a)         All
amounts Received by the Trust in respect of or allocable to any particular Mortgage Loan (but excluding any Non-Serviced Mortgage
Loan, which shall be allocated in accordance with Section 1.03(c), hereof), including any payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds (including any such collections on or in respect of Corrected Mortgage
Loans but exclusive, if applicable, in the case of any Serviced Loan Combination, of amounts payable to any related Serviced Companion
Loan Holder pursuant to the related Co-Lender Agreement), together with any other cash recoveries on and proceeds of such Mortgage
Loan shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal and accrued
and unpaid interest) in accordance with the express provisions of the related Mortgage Loan Documents and, in the absence of such
express provisions or if and to the extent that such terms authorize the lender to use its discretion, shall be applied: first,
as a recovery of any related and unreimbursed Servicing Advances (together with, without duplication, any Unliquidated Advances
in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute Nonrecoverable Servicing
Advances) and, if applicable, unpaid Liquidation Expenses; second, as a recovery of accrued and unpaid interest (together
with, without duplication, any Unliquidated Advances in respect of prior P&I Advances of such interest and any P&I Advances
of interest theretofore determined to constitute Nonrecoverable P&I Advances) on such Mortgage Loan to, but not including,
the Due Date in the Collection Period in which the collection occurred, exclusive, however, of any portion of such accrued and
unpaid interest that constitutes Default Interest; provided, however, that in no event shall any portion of any Liquidation
Proceeds be applied under this clause second to any interest that previously accrued on a Mortgage Loan and constitutes
an Appraisal Reduced Interest Amount or accrued at the related Mortgage Pass-Through 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; third, as a recovery of principal (together with, without duplication, any Unliquidated Advances
in respect of prior P&I Advances of such principal and any prior P&I Advances of such principal theretofore determined
to constitute Nonrecoverable P&I Advances) of such Mortgage Loan then due and owing, including by reason of acceleration of
such Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage Loan, as
a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, any


 






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Appraisal Reduced Interest
Amount then existing with respect to such Mortgage Loan and any unpaid interest (exclusive of Default Charges) that accrued at
the related Mortgage Pass-Through 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; fifth, unless a Liquidation
Event has occurred in respect of such Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed
for the future payment of, real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items;
sixth, unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of Reserve Funds to the extent
then required to be held in escrow; seventh, as a recovery of any Default Charges then due and owing under such Mortgage
Loan; eighth, as a recovery of any Prepayment Premium or Yield Maintenance Charge then due and owing under such Mortgage
Loan; ninth, as a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan; tenth,
as a recovery of any other amounts then due and owing under such Mortgage Loan, other than remaining unpaid principal; and, eleventh,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
provided that, in connection with any Serviced Mortgage Loan (or Serviced Loan Combination), payments or proceeds received
from the related Borrower with respect to any partial release (including pursuant to a condemnation) of a Mortgaged Property at
a time when the loan-to-value ratio of the related Serviced Mortgage Loan (or Serviced Loan Combination) exceeds 125% (based solely
on the value of the real property and excluding personal property and going concern value, if any, unless otherwise permitted under
the applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee) must be applied to reduce the principal
balance of such Serviced Mortgage Loan (or Serviced Loan Combination) in the manner permitted by the REMIC Provisions.


 


(b)         Amounts
Received by the Trust with respect to each REO Property (other than, if applicable, any REO Property related to a Non-Serviced
Mortgage Loan which shall be allocated in accordance with Section 1.03(c), hereof and other than, if applicable, in the
case of any Serviced Loan Combination, amounts payable to any related Serviced Companion Loan Holder pursuant to the related Co-Lender
Agreement as set forth in Section 1.03(f) hereof), exclusive of amounts to be applied to the payment of the costs of operating,
managing, maintaining and disposing of such REO Property, shall be treated: first, as a recovery of any related and unreimbursed
Servicing Advances (together with any Unliquidated Advances in respect of prior Servicing Advances and any prior Servicing Advances
theretofore determined to constitute Nonrecoverable Servicing Advances) and, if applicable, unpaid Liquidation Expenses; second,
as a recovery of accrued and unpaid interest (together with any Unliquidated Advances in respect of prior P&I Advances
of such interest and any P&I Advances of interest theretofore determined to constitute Nonrecoverable P&I Advances) on
the related REO Mortgage Loan to, but not including, the Due Date in the Collection Period of receipt by or on behalf of the Trust,
exclusive, however, of any portion of such accrued and unpaid interest that constitutes Default Interest; provided, however,
that in no event shall any portion of any Liquidation Proceeds be applied under this clause second to any interest that
previously accrued on a Mortgage Loan and constitutes an Appraisal Reduced Interest Amount or accrued at the related Mortgage
Pass-Through 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; third, as a recovery of principal (together
with any Unliquidated Advances in respect of prior P&I Advances of such principal and any P&I Advances of principal theretofore
determined to constitute Nonrecoverable P&I Advances) of the related REO Mortgage Loan to the extent of its entire unpaid
principal balance; fourth, any Appraisal Reduced Interest Amount then existing with respect to such Mortgage Loan and any
unpaid interest (exclusive of Default Charges) that accrued at the related Mortgage Pass-Through Rate on the portion of the Stated
Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in






 






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effect from time to time and as to which no P&I
Advance was made; fifth, as a recovery of any Default Charges deemed to be due and owing in respect of the related REO Mortgage
Loan; sixth, as a recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be due and owing in respect of
the related REO Mortgage Loan; and seventh, as a recovery of any other amounts deemed to be due and owing in respect of
the related REO Mortgage Loan.


 


(c)         Amounts
collected on or with respect to any Serviced Loan Combination or any related REO Property shall be applied in accordance with the
allocation and payment provisions of the applicable Co-Lender Agreement. In no event, however, shall there be charged to or borne
by any one or more related Serviced Companion Loan Holders, as applicable, any out-of-pocket expense incurred under this Agreement
that, in the good faith, reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Tax Administrator, as applicable, (i) relates primarily to the general administration of the Trust Fund (and is not attributable
to any particular mortgage loans), (ii) relates primarily to a REMIC Pool or the general administration thereof, (iii) relates
primarily to any determination respecting the amount, payment or avoidance of any tax on the Trust Fund under the REMIC Provisions,
(iv) relates to any unrelated Mortgage Loan, or (v) consists of the actual payment of any REMIC tax. Section 1.03 and Section
3.05(a) of this Agreement shall be construed in accordance with the preceding statement.


 


(d)         The
parties hereto acknowledge that any payments, collections and recoveries received by the parties to the Non-Serviced Pooling and
Servicing Agreement related to a Non-Serviced Mortgage Loan are required to be allocated by such parties as interest, principal
or other amounts in accordance with the terms and conditions of the related Co-Lender Agreement and the related Non-Serviced Mortgage
Loan.


 


(e)         The
foregoing applications of amounts received in respect of any Mortgage Loan or REO Property shall be determined by the Master Servicer
and reflected in the appropriate monthly report from the Master Servicer and in the appropriate monthly Distribution Date Statement
as provided in Section 4.02.


 


(f)          All
net present value calculations and determinations made with respect to a Serviced Mortgage Loan, a Serviced Loan Combination, Mortgaged
Property or REO Property (other than any Mortgaged Property or REO Property, or any interest therein, related to any Non-Serviced
Mortgage Loan) (including for purposes of the definition of “Servicing Standard”) shall be made using a discount rate
(a) for principal and interest payments on a Mortgage Loan or Serviced Loan Combination, or the sale of a Mortgage Loan, Mortgage
Loan or Serviced Loan Combination, equal to the higher of (x) the rate determined by the Master Servicer or Special Servicer, as
applicable, that approximates the market rate that would be obtainable by the Borrower on similar non-defaulted debt of such Borrower
as of such date of determination and (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Loan Combination based on
its outstanding principal balance (or, in connection with a sale of a Mortgage Loan related to a Serviced Loan Combination, the
senior note interest rate), 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 or REO Property.


 


SECTION 1.04.     Incorporation
of Preliminary Statement.


 


The parties hereto acknowledge
that the Preliminary Statement at the beginning of this Agreement constitutes a part of this Agreement.


 



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ARTICLE II



CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR
INTERESTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES


 


SECTION 2.01.     Conveyance
of Mortgage Loans.


 


(a)         It
is the intention of the parties hereto that a common law trust be established under the laws of the State of New York pursuant
to this Agreement and, further that such trust be designated as “LSTAR Commercial Mortgage Trust 2017-5”. The fiscal
year-end of such trust shall be December 31. Wilmington Trust, National Association is hereby appointed, and does hereby agree
to act, as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present
and future Certificateholders. This Agreement is not intended to create a partnership or a joint-stock association between or among
any of the parties hereto.


 


(b)         The
Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to
this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i)
the Mortgage Loans and all documents delivered or caused to be delivered hereunder with respect to the Mortgage Loans by the Mortgage
Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral),
(ii) the rights of the Depositor under Sections 2, 3, 4 (other than Section 4(c)) and 5 ((other
than Section 5(f)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13,
14, 15, 17 and 18) of the Mortgage Loan Purchase Agreement, (iii) the right, title and interest of
the Depositor under the Mortgage Loan Purchase Agreement Partial Guaranty, (iv) all other assets included or to be included in
the Trust Fund, (v) all principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off
Dates (other than scheduled payments of interest and principal due and payable on such Mortgage Loans on or before their respective
Cut-off Dates (or, in the case of a Replacement Mortgage Loan, on or prior to the related date of substitution), which amounts
shall belong and be promptly remitted to the Mortgage Loan Seller), together with all documents delivered or caused to be delivered
hereunder with respect to the Original Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related
Mortgage Files and Servicing Files and any related Additional Collateral), (vi) any REO Property acquired in respect of an Original
Mortgage Loan (or, in the case of any REO Property related to a Non-Serviced Mortgage Loan, the beneficial interest of the holder
of the related Non-Serviced Pari Passu Companion Loan with respect thereto), (vii) such funds or assets as from time to time are
deposited in each Collection Account (but not (A) in the Serviced Pari Passu Companion Loan Custodial Account or (B) to the extent
related to any Serviced Subordinate Companion Loan, in the related Serviced A/B Loan Combination Custodial Account), the Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, and subject to the rights of
any related Serviced Companion Loan Holder(s), as applicable, the REO Account and all investment earnings on such amounts and (viii)
all income, payments, products and proceeds of any of the foregoing, together with any additions thereto or substitutions therefor.


 


The Depositor’s
transfer and conveyance of: (i) any Non-Serviced Mortgage Loan is subject to the related Non-Serviced Pooling and Servicing Agreement
and the related Co-Lender


 






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Agreement and (ii) any Mortgage Loan that is part of a Serviced Loan Combination is subject to the related
Co-Lender Agreement.


 


After the Depositor’s
transfer of the Original Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any
action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


(c)         The
conveyance of the Original Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by
the parties hereto to constitute an absolute transfer of the Original Mortgage Loans and such other related rights and property
by the Depositor to the Trustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance
be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, the Depositor
and the Trustee intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of
this Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a
security agreement under applicable law, (ii) the Depositor shall be deemed to have granted and hereby grants to the Trustee (in
such capacity) a first priority security interest in all of the Depositor’s right, title and interest in and to the following,
whether now owned or existing or hereafter acquired or arising: (1) the Mortgage Loans, together with all documents delivered or
caused to be delivered hereunder with respect to the Mortgage Loans by the Mortgage Loan Seller (including all documents included
in the related Mortgage Files and Servicing Files and any related Additional Collateral), (2) all principal and interest received
on or with respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments of interest and principal due and
payable on such Mortgage Loans on or prior to their respective Cut-off Dates or, in the case of a Replacement Mortgage Loan, on
or prior to the related date of substitution), (3) all amounts held from time to time in each Collection Account, the Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO Accounts, and all investment
earnings on such amounts, (4) all of the Depositor’s right, title and interest under the Mortgage Loan Purchase Agreement
that are described under clause (ii) of the first sentence of Section 2.01(b), (5) all of the Depositor’s right,
title and interest under the Mortgage Loan Purchase Agreement Partial Guaranty, (6) all other assets included or to be included
in the Trust Fund, (7) any REO Property acquired in respect of an Original Mortgage Loan and (8) all income, payments, products
and proceeds of any of the foregoing, together with any additions thereto or substitutions therefor, (iii) the possession by the
Custodian on the Trustee’s behalf of the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time
and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be
“possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose
of perfecting such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations
from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC financing statement substantially
in the form attached as Exhibit J hereto 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 Trust Fund (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 such continuation statements. This Section 2.01(c) shall constitute notice to the Certificate
Administrator pursuant to any requirements of the UCC in effect in each applicable jurisdiction.


 






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(d)         In
connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that the Mortgage
Loan Seller is obligated, at the Mortgage Loan Seller’s expense, pursuant to the Mortgage Loan Purchase Agreement, to deliver
to and deposit with, or cause to be delivered to and deposited with, the Custodian, (i) on or before the Closing Date, the Mortgage
Note relating to each Mortgage Loan so assigned, endorsed to the Trustee as specified in clause (i) of the definition of
“Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, an original lost note affidavit
and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”)
and (ii) on or before the respective delivery dates therefor set forth in the Mortgage Loan Purchase Agreement, the remainder of
the Mortgage File and any Additional Collateral (other than Reserve Funds, which are to be transferred to the Master Servicer,
and other than the originals of Letters of Credit, which are to be transferred to the Master Servicer) for each Original Mortgage
Loan acquired by the Depositor from the Mortgage Loan Seller. Notwithstanding the preceding sentence, if the Mortgage Loan Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of any of the documents and/or instruments
referred to in clauses (ii), (vi) (if applicable), (ix) (if applicable) and (x)(A) (if applicable), of the
definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon,
solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered
for recordation or filing, as the case may be, then (subject to the obligation of the Mortgage Loan Seller to nonetheless (1) from
time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if
it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document
or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage
Loan Seller’s receipt thereof), so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or
title agent as being a copy of the document deposited for recording or filing and (in the case of such clause (ii)) accompanied
by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original
Mortgage has been sent to the appropriate public recording official for recordation, has been delivered to the Custodian on or
before the respective delivery dates therefor set forth in the Mortgage Loan Purchase Agreement, the delivery requirements of the
Mortgage Loan Purchase Agreement shall be deemed to have been satisfied as to such missing item, and such missing item shall be
deemed to have been included in the related Mortgage File; and if the Mortgage Loan Seller cannot or does not so deliver, or cause
to be delivered, as to any Mortgage Loan (exclusive of a Non-Serviced Mortgage Loan), the original of any of the documents and/or
instruments referred to in clauses (iii) and (x)(B) (if applicable) of the definition of “Mortgage File”, because
such document or instrument has been delivered for recording or filing, as the case may be, then (subject to the obligation of
the Mortgage Loan Seller to nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such
document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted
for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned
to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof), so long as a copy of such document or instrument,
certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for
recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title
agent that such document or instrument has been sent to the appropriate public recording official for recordation, has been delivered
to the Custodian on or before the respective delivery dates therefor set forth in the Mortgage Loan Purchase Agreement, the delivery
requirements of the Mortgage Loan Purchase Agreement shall be deemed to have been satisfied as to such missing item, and such missing
item shall be deemed to have been included in the Mortgage File. In addition, with respect to each Mortgage Loan (exclusive of
a Non-Serviced Mortgage Loan) under which any Additional Collateral is in


 






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the form of a Letter of Credit as of the Closing Date,
the parties acknowledge that the Mortgage Loan Seller is contractually obligated to cause to be prepared, executed and delivered
to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of
Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing
party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of a Non-Serviced Mortgage Loan), if any, as to which
there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy
covering the related Mortgaged Property, the Mortgage Loan Seller is contractually obligated to cause such policy, within a reasonable
period following the Closing Date, to inure to the benefit of the Trustee on behalf of the Certificateholders (if and to the extent
that it does not by its terms automatically inure to the holder of such Mortgage Loan). The Depositor shall deliver to the Trustee
and the Custodian on or before the Closing Date fully executed counterparts of the Mortgage Loan Purchase Agreement and the Mortgage
Loan Purchase Agreement Partial Guaranty. With respect to a Non-Serviced Mortgage Loan, the parties hereto acknowledge the provisions
of the related Mortgage Loan Purchase Agreement in which the Mortgage Loan Seller represents, warrants and covenants to the effect
that the documents described in clauses (ii), (iii) and (xi) of the definition of “Mortgage File”
and documents comparable to those described in clauses (iv), (vi) and (ix)(B) of the definition of “Mortgage
File” have been delivered to the trustee or custodian under the related Non-Serviced Pooling and Servicing Agreement, except
to the extent that the absence of such document does not constitute a breach pursuant to the terms of the related Non-Serviced
Pooling and Servicing Agreement. In addition, with respect to a Non-Serviced Mortgage Loan, the parties hereto acknowledge the
provisions of the related Mortgage Loan Purchase Agreement in which the Mortgage Loan Seller agrees that any “Document Defect”
as such term is defined in the applicable Non-Serviced Pooling and Servicing Agreement shall constitute a Document Defect under
the related Mortgage Loan Purchase Agreement; provided that the foregoing shall not apply to any Document Defect related
solely to the promissory note for any related Non-Serviced Pari Passu Companion Loan. None of the Depositor, the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by the Mortgage Loan
Seller to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement.


 


(e)         The
parties hereto acknowledge that, for each Serviced Mortgage Loan, the Mortgage Loan Purchase Agreement requires the Mortgage Loan
Seller to submit, or cause to be submitted, for recording or filing, as the case may be, including via electronic means, if appropriate,
in or with the appropriate office for real property records, each assignment of Mortgage and assignment of Assignment of Leases
in favor of the Trustee referred to in clauses (iii) and (vi) and, if applicable each assignment of UCC Financing Statement
in favor of the Trustee referred to in clause (x)(B) of the definition of “Mortgage File”. Each such assignment
shall reflect that it should be returned by the public recording office to the Mortgage Loan Seller following recording and each
assignment of UCC Financing Statement shall reflect that the file copy thereof or an appropriate receipt therefor, as applicable,
should be returned to the Mortgage Loan Seller following filing; provided that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Mortgage Loan Seller shall obtain
therefrom a copy of the recorded original. The Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase Agreement,
at such time as such assignments (or copies, to the extent set forth in the proviso of the preceding sentence) have been returned
to the Mortgage Loan Seller, to deliver or cause the delivery of each such assignment (or copy, as applicable) to the Custodian
(with a copy thereof to the Master Servicer at the expense of the Mortgage Loan Seller) following filing. The parties hereto further
acknowledge that, for each Serviced Mortgage Loan, the Mortgage Loan Purchase Agreement requires the Mortgage Loan Seller, if any
such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, to


 






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prepare
or cause to be prepared promptly, pursuant to the Mortgage Loan Purchase Agreement, a substitute therefor or cure such defect,
as the case may be, and thereafter cause the same to be duly recorded or filed, as appropriate. If the Mortgage Loan Seller has
been so notified and has not prepared a substitute document or cured such defect, as the case may be, within sixty (60) days, the
Custodian shall promptly notify the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Rating
Agencies, the Majority Controlling Class Certificateholder and the Directing Certificateholder.


 


(f)          In
connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that the Mortgage
Loan Seller is contractually obligated, at the Mortgage Loan Seller’s expense, pursuant to the Mortgage Loan Purchase Agreement,
to deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date:
(i) a copy of the Mortgage File for each Mortgage Loan (except that copies of instruments of assignment shall be forwarded by the
Custodian upon request when the originals are returned to the Custodian in accordance with Section 2.01(e)); (ii) originals
or copies of all financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic assessment
reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions and tenant estoppels and any
other relevant documents relating to the origination and servicing of any Mortgage Loan or Serviced Loan Combination that are reasonably
necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Loan Combination in the possession
or under the control of the Mortgage Loan Seller that relate to the Original Mortgage Loans or Serviced Loan Combination transferred
by it to the Depositor and, to the extent that any original documents or copies, as applicable, of the following documents are
not required to be a part of a Mortgage File for any such Original Mortgage Loan, originals or copies of all documents, certificates
and opinions in the possession or under the control of the Mortgage Loan Seller that were delivered by or on behalf of the related
Borrowers in connection with the origination of such Original Mortgage Loans (provided that the Mortgage Loan Seller shall
not be required to deliver any attorney-client privileged communication, draft documents or any documents or materials prepared
by it or its Affiliates for internal uses, including without limitation, credit committee briefs or memoranda and other internal
approval documents); and (iii) all unapplied Reserve Funds and Escrow Payments in the possession or under the control of the Mortgage
Loan Seller that relate to the Original Mortgage Loans transferred by the Mortgage Loan Seller to the Depositor. The Master Servicer
(or a Sub-Servicer on its behalf) shall hold all such documents, records and funds that it so receives on behalf of the Trust for
the benefit of the Certificateholders (and, insofar as they also relate to any Serviced Companion Loan, on behalf of and for the
benefit of any and all related Serviced Companion Loan Holder(s), as applicable).


 


(g)         With
respect to the Mortgage Loans identified as Loan Nos. 3, 6 and 21 on the Mortgage Loan Schedule, which are each subject to a franchise
agreement with a related comfort letter in favor of the Mortgage Loan Seller, the Mortgage Loan Seller shall, within 30 days of
the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisor that such
Mortgage Loans have been transferred to the Trust and request a replacement comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) and deliver to the Master Servicer a copy of each such notice and request
and the existing comfort letters, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard
to acquire such replacement comfort letter (or to acquire any such new document or acknowledgement as may be contemplated under
the existing comfort letter) within a reasonable amount of time after the end of such 30-day period, if necessary.


 



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SECTION 2.02.     Acceptance
of Mortgage Loans by Trustee.


 


(a)         Subject
to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts
receipt on behalf of the Trust, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered
to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and
included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it holds and will
hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and
will hold the Original Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently delivered
to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.
To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall
also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s), as applicable.
The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan
Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust
for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto,
the Mortgage Loan Seller and each Placement Agent that, as to the Mortgage Loan, except as specifically identified in the Schedule
of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i)
of the definition of “Mortgage File” are in its possession, and (ii) the original Mortgage Note (or, if accompanied
by an original lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage
Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate
to such Mortgage Loan.


 


(b)         On
or about the 60th day following the Closing Date, the Custodian shall review the documents delivered to it with respect
to each Original Mortgage Loan, and the Custodian shall, subject to Sections 2.02(c), 2.02(d) and Section 2.02(e),
certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not
been completed (based solely on receipt by the Trustee of the particular documents showing evidence of the recordation/filing),
the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence
of this paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Seller,
any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and
notice address information for such Serviced Companion Loan Holder, as applicable), the Majority Controlling Class Certificateholder
and the Directing Certificateholder that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i)
of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with
an original lost note affidavit and indemnity) and, except with respect to a Non-Serviced Mortgage Loan, the original or copy of
documents specified in clauses (ii), (iii), (iv) (without regard to the verification of the effective date
with respect to a title policy or the date of funding with respect to a title commitment), (v)(if applicable), clauses
(vi)–(viii), (x) and (xx)(if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a
hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more
than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely
on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor);
(iii) all documents received by it with respect to the items listed in clauses (i)


 






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through (iv), (v)(if applicable),
clauses (vi)–(viii), (x) and (xx)(if the Mortgage Loan Schedule specifies that the Mortgaged Property
type is a hospitality property) of the definition of “Mortgage File” (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed
and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above
and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (i), (ii), (iii)(without regard to zip code) and (iv) (only with respect
to the original principal balance) of the definition of “Mortgage Loan Schedule” accurately reflects the information
set forth in the related Mortgage File. Every ninety (90) days after such 60th day following the Closing Date, until
the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the
date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically to the
Mortgage Loan Seller, any Serviced Companion Loan Holders, the Majority Controlling Class Certificateholder and the Directing Certificateholder
an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which
update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed
to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth
in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced
Companion Loan Holder to the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto,
provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial
Serviced Companion Loan Holder is set forth on Schedule IV hereto.


 


(c)         If
the Mortgage Loan Seller substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section
2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian
shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan,
on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety
(90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing
has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund).


 


With respect to the documents
described in clause (ix) and in clauses (xi) through (xviii) of the definition of “Mortgage File”,
absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in Section
2.02(a) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan does not include
such items. With respect to the documents described in: (a) clauses (vi)–(viii) the Custodian may assume, for purposes
of the Certificates delivered pursuant to Section 2.02(a) or Section 2.02(b) the Mortgage File for each Mortgage
Loan does not include such items unless LStar Capital Finance II is indicated as the originator on the Mortgage Loan Schedule;
and (b) clause (xix) of the definition of “Mortgage File,” the Custodian may assume, for the purposes of the
certification(s) delivered in Section 2.02(a) or Section 2.02(b), that the Mortgage File for each Mortgage Loan does
not include such item unless the Mortgage Loan Schedule indicates that such Mortgage Loan is secured by Mortgaged Property that
is a hospitality property.


 


(d)         None
of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer or the
Custodian is under any duty or obligation to (i) determine whether any of the documents specified in clause (ix) and in
clauses (xi) through (xviii) of


 






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the definition of “Mortgage File” of the definition of “Mortgage
File” exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan unless such item(s)
are specified on a checklist delivered by the Mortgage Loan Seller to the Custodian, or (ii) 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 valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they
are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none
of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer or the
Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable
form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.


 


(e)         In
performing the reviews contemplated by Subsections (a) and (b) above, the Custodian may conclusively rely on the
Mortgage Loan Seller as to the existence, and purported genuineness of any such document and any signature thereon. It is understood
that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified
in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Serviced Mortgage Loan), (without regard
to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment),
(v)(as applicable), (vi)(if applicable), (vii)(if applicable) and (xix) (as applicable) (if the Mortgage
Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File”
have been received by it and such additional information as will be necessary for delivering the certifications required by Subsections
(a) and (b) above.


 


SECTION 2.03.     Certain Repurchases
and Substitutions of Mortgage Loans by the Mortgage Loan Seller.


 


(a)         If,
in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller as contemplated by Section
2.01(d), the Custodian discovers that any document required to have been delivered as contemplated by Section 2.01(d)
has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains
information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule,
or is defective on its face (each, including, without limitation, that a document is missing, a “Document Defect”),
or if, at any other time, the Custodian or any other party hereto discovers (without implying that any such party has a duty to
make or attempt to make such discovery) a Document Defect in respect of any Mortgage Loan, the party discovering such Document
Defect shall promptly so notify each of the other parties hereto. If any party hereto discovers (without implying that any such
party has a duty to make or attempt to make such discovery) or receives notice of a breach of any representation or warranty relating
to any Mortgage Loan set forth in or made pursuant to Section 4(b) or 4(d) of the Mortgage Loan Purchase Agreement (a “Breach”),
such party shall promptly so notify each of the other parties hereto. Upon the Trustee’s discovery or receipt of notice that
a Document Defect or Breach exists with respect to any Mortgage Loan, the Trustee shall notify the Directing Certificateholder,
the Majority Controlling Class Certificateholder, the Depositor, the Certificate Administrator, Custodian, the Master Servicer,
the Special Servicer, the Mortgage Loan Seller and the Rating Agencies.


 


(b)         Promptly
upon its actual knowledge of any Material Document Defect or Material Breach with respect to any Mortgage Loan or its receipt of
notice from the Trustee or any other


 






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party to this Agreement of a Material Document Defect or Material Breach with respect to any
Mortgage Loan, the Master Servicer shall (and the Special Servicer may) notify the Mortgage Loan Seller in writing (in each case,
with a copy to the Depositor) of such Material Document Defect or Material Breach, as the case may be, and direct the Mortgage
Loan Seller that it must, not later than (1) ninety (90) days from discovery of the subject Material Document Defect or Material
Breach by the Mortgage Loan Seller, or (2) ninety (90) days from the receipt by the Mortgage Loan Seller of such notice (or, if
(x) such Material Breach or Material Document Defect, as the case may be, relates to whether such Mortgage Loan is or, as of the
Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified Mortgage,
and (y) the Mortgage Loan Seller discovered or received prompt written notice of the relation specified in clause (x), then
(z) within ninety (90) days after any earlier discovery by the Mortgage Loan Seller or any party to this Agreement of such Material
Breach or Material Document Defect, as the case may be) (such 90-day period, in any case, the “Initial Resolution Period”),
correct or cure such Material Document Defect or Material Breach, as the case may be, in all material respects, or repurchase the
affected Mortgage Loan (as, if and to the extent required by the Mortgage Loan Purchase Agreement), at the applicable Purchase
Price; provided that if the Mortgage Loan Seller certifies to the Trustee in writing (i) that such Material Document Defect
or Material Breach, as the case may be, does not relate to whether the affected Mortgage Loan is or, as of the Closing Date (or,
in the case of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified Mortgage, (ii) that such Material
Document Defect or Material Breach, as the case may be, is capable of being cured but not within the applicable Initial Resolution
Period, (iii) that the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach, as the case may be, during the applicable Initial Resolution Period, (iv) in the case of a Material
Document Defect, that (x) the related Mortgage Loan is not, at the end of the Initial Resolution Period, then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has not occurred as a result of a monetary default or as described in clause (e),
(f) or (g) of the definition of “Specially Serviced Mortgage Loan” in this Agreement and (y) the Material Document
Defect was not identified in a certification delivered to the Mortgage Loan Seller by the Custodian pursuant to Section 2.02
not less than 90 days prior to the delivery of the notice of such Material Document Defect, and (v) that the Mortgage Loan Seller
anticipates that such Material Document Defect or Material Breach, as the case may be, will be cured within an additional 90-day
period (such additional 90-day period, the “Resolution Extension Period”) (a copy of which certification shall
be delivered by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Majority
Controlling Class Certificateholder and the Rating Agencies), then the Mortgage Loan Seller shall have an additional period equal
to the Resolution Extension Period to complete such correction or cure (or, upon failure to complete such correction or cure, for
the Mortgage Loan Seller to repurchase the affected Mortgage Loan); and provided, further, that, in lieu of repurchasing
the affected Mortgage Loan as contemplated above (but, in any event, no later than such repurchase would have to have been completed),
the Mortgage Loan Seller shall be permitted, during the three-month period following the Startup Day for the REMIC Pool that holds
the affected Mortgage Loan (or during the two-year period following such Startup Day if the affected Mortgage Loan is a “defective
obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), to
replace the affected Mortgage Loan with one or more Qualifying Substitute Mortgage Loans and to pay a cash amount equal to the
applicable Substitution Shortfall Amount, subject to any other applicable terms and conditions of the Mortgage Loan Purchase Agreement
and this Agreement. The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to the
Mortgage Loan Seller (or Mortgage Loan Seller) shall not in and of itself constitute delivery of notice of any Material Document
Defect or knowledge of the Mortgage Loan Seller of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced
as contemplated by this Section 2.03, the Master Servicer shall designate the Collection Account as the


 






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account to which
funds in the amount of the applicable Purchase Price or Substitution Shortfall Amount (as the case may be) are to be wired, and
the Master Servicer shall promptly notify the Trustee and the Certificate Administrator when such deposit is made. Any such repurchase
or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this Section 2.03(b),
the absence from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and indemnity with a
copy of the Mortgage Note) and (ii) by the first anniversary of the Closing Date, of originals or copies of any other Specially
Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates such absence, non-conformity or
irregularity) shall be conclusively presumed to be a Material Document Defect and shall obligate the party discovering such absence
to give the Trustee prompt notice, whereupon the Trustee shall notify the Mortgage Loan Seller (with a copy to the Depositor) to
cure such Material Document Defect, or, failing that, repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance
with the procedures set forth herein and in the related Mortgage Loan Purchase Agreement. Notwithstanding this Section 2.03(b),
in the event of any Breach described in the second paragraph of Section 5(d) of any Mortgage Loan Purchase Agreement, the
remedy described in such second paragraph of such Section 5(d) shall constitute the sole remedy available to the Trustee
and any other affected Person with respect to such Breach. For the avoidance of doubt, none of the Trustee, the Certificate Administrator
or the Custodian shall have any obligation to review or approve any condition or requirement contemplated hereunder in connection
with any repurchase, removal, addition, or substitution.


 


The remedies provided
for in this Section 2.03(b) with respect to any Material Document Defect or Material Breach with respect to any Mortgage
Loan shall apply to the related REO Property.


 


The reasonable “out-of-pocket”
costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee and/or the Custodian pursuant to this Section
2.03(b), including reasonable attorney fees and expenses, shall constitute Servicing Advances to the extent not collected from
the Mortgage Loan Seller.


 


(c)         Whenever
one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by the Mortgage Loan Seller as contemplated
by this Section 2.03, the Master Servicer shall direct the party effecting the substitution to deliver to the Custodian
the related Mortgage File and a certification to the effect that such Replacement Mortgage Loan satisfies or such Replacement Mortgage
Loans satisfy, as the case may be, all of the requirements of the definition of “Qualifying Substitute Mortgage Loan”.
No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03 if the Mortgage Loan
to be replaced was itself a Replacement Mortgage Loan, in which case, absent a cure of the relevant Material Breach or Material
Document Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of substitution, and Monthly Payments due with respect
to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the related date of substitution,
shall be part of the Trust Fund. Monthly Payments due with respect to each Replacement Mortgage Loan (if any) on or prior to the
related date of substitution, and Monthly Payments due with respect to each corresponding Deleted Mortgage Loan (if any) after
the related date of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the party
effecting the related substitution promptly following receipt.


 


If any Mortgage Loan
is to be repurchased or replaced by the Mortgage Loan Seller as contemplated by this Section 2.03, the Master Servicer shall
direct such party to amend the Mortgage


 






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Loan Schedule to reflect the removal of any Deleted Mortgage Loan and, if applicable, the
substitution of the related Replacement Mortgage Loan(s); and, upon its receipt of such amended Mortgage Loan Schedule, the Master
Servicer shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any substitution
of one or more Replacement Mortgage Loans for a Deleted Mortgage Loan, such Replacement Mortgage Loan(s) shall become part of the
Trust Fund and be subject to the terms of this Agreement in all respects.


 


The reasonable “out-of-pocket”
costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee and/or the Custodian pursuant to this Section
2.03(c), including reasonable attorney fees and expenses, shall constitute Servicing Advances to the extent not collected from
the Mortgage Loan Seller.


 


(d)         Upon
receipt of an Officer’s Certificate from the Master Servicer to the effect that the full amount of the Purchase Price or
Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced by the Mortgage Loan Seller as
contemplated by this Section 2.03 has been deposited in the Collection Account, and further, if applicable, upon receipt
of the Mortgage File for each Replacement Mortgage Loan (if any) to be substituted for a Deleted Mortgage Loan, together with any
certifications and/or opinions required pursuant to Section 2.03(b) to be delivered by the Mortgage Loan Seller, the Trustee
and the Custodian shall each (i) release the Mortgage File and any Additional Collateral held by it or on its behalf for the Deleted
Mortgage Loan to the Mortgage Loan Seller or its designee and (ii) execute and deliver such instruments of release, transfer and/or
assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in the Mortgage Loan
Seller or its designee the ownership of the Deleted Mortgage Loan, and the Master Servicer shall notify the Depositor and the affected
Borrowers of the transfers of the Deleted Mortgage Loan(s) and any Replacement Mortgage Loan(s). In connection with any such repurchase
or substitution by the Mortgage Loan Seller, each of the Master Servicer and the Special Servicer shall deliver to the Mortgage
Loan Seller or its designee any portion of the related Servicing File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of the Master Servicer or the Special Servicer, as the case may be, with respect to the Deleted
Mortgage Loan, in each case at the expense of the Mortgage Loan Seller. The reasonable “out-of-pocket” costs and expenses,
including reasonable attorneys’ fees and expenses, incurred by the Master Servicer, the Special Servicer, the Trustee and/or
the Custodian pursuant to this Section 2.03(d), to the extent not collected from the Mortgage Loan Seller, shall be reimbursable
to each of them as Servicing Advances in respect of the affected Mortgage Loan.


 


(e)         The
Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase Agreement Partial Guaranty provide the sole remedies available
to the Certificateholders, or the Trustee on their behalf, respecting any Document Defect or Breach with respect to any Mortgage
Loan. If, in connection with any Material Document Defect or Material Breach, the Mortgage Loan Seller defaults on its obligations
to cure such Material Document Defect or Material Breach, as the case may be, in all material respects and fails to deliver a Loss
of Value Payment as provided in Section 2.03(h) or to repurchase or replace the affected Mortgage Loan as contemplated by
this Section 2.03, then Master Servicer shall (and the Special Servicer may) promptly notify the Trustee, the Depositor,
the Certificate Administrator, the Directing Certificateholder and the Majority Controlling Class Certificateholder, and the Certificate
Administrator shall notify the Certificateholders. Thereafter, the Special Servicer shall in its own name, or, as provided in Section
3.01(b) below, in the name of the Trustee take such actions on behalf of the Trust with respect to the enforcement of such
repurchase/substitution obligations, including the institution and prosecution of appropriate legal proceedings, as the Special
Servicer shall determine


 






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are in the best interests of the Certificateholders (taken as a collective whole). Any and all reasonable
“out-of-pocket” costs and expenses incurred by the Master Servicer, the Trustee and/or the Special Servicer pursuant
to this Section 2.03(e), including, reasonable attorney’s fees and expenses, to the extent not collected from the
Mortgage Loan Seller, shall constitute Servicing Advances in respect of the affected Mortgage Loan.


 


(f)          The
Trustee shall not consent to the assignment of the Mortgage Loan Seller’s obligations under the Mortgage Loan Purchase Agreement
unless such assignment is the subject of a Rating Agency Confirmation.


 


(g)         If
the Depositor, the Master Servicer or the Special Servicer (each a “Repurchase Request Recipient”): (1) receives
a Repurchase Request; or (2) receives a withdrawal of a Repurchase Request by the Person making such Repurchase Request, then such
party shall give written notice thereof to the Mortgage Loan Seller and the other parties hereto promptly but in any case within
ten (10) Business Days from the date of receipt thereof. Each notice required by this Section 2.03(g) (a “Rule
15Ga-1 Notice”) shall include: (i) the date the Repurchase Request was received by the Repurchase Request Recipient or
the date the withdrawal of the Repurchase Request was received by the Repurchase Request Recipient, as the case may be; (ii) the
identity of the related Mortgage Loan and the person making the Repurchase Request; (iii) the basis for the Repurchase Request
asserted by the Person making the Repurchase Request, to the extent known to the Repurchase Request Recipient; and (iv) a statement
from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request pursuant to Section
2.03(b). Each Rule 15Ga-1 Notice may be delivered by electronic means. A Repurchase Request Recipient shall not be required
to provide any information under this Section 2.03(g) if and to the extent that such information is protected by either
the attorney-client privilege or the attorney work product doctrines. The Mortgage Loan Purchase Agreement will provide that (i)
any Rule 15Ga-1 Notice is provided only to assist the Depositor, the Mortgage Loan Seller, the Other Depositor (if applicable)
and their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other 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 2.03(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 Mortgage Loan Purchase Agreement or the Mortgage
Loan Purchase Agreement Partial Guaranty.


 


In the event that the
Trustee, the Certificate Administrator or the Custodian receives a Repurchase Request, such party shall forward such Repurchase
Request as soon as possible and in any event, no later than three (3) Business Days following receipt of such Repurchase Request
to the Master Servicer, if relating to a Performing Serviced Mortgage Loan, or to the Special Servicer, if relating to a Specially
Serviced Mortgage Loan or REO Property and shall include the following statement in the related correspondence. “This is
a “Repurchase Request” under Section 2.03 of the Pooling and Servicing Agreement relating to the LSTAR 2017-5 Commercial
Mortgage Pass-Through Certificates requiring action by you as the “Repurchase Request Recipient” thereunder”.
Upon receipt of a Repurchase Request by the Master Servicer or the Special Servicer, as applicable, pursuant to the prior sentence,
such party shall be deemed a Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with
the procedures set forth in the prior paragraph of this Section 2.03(g) with respect to such Repurchase Request. In no event
shall this provision require the Custodian (in its capacity as Custodian) in connection with its review of a Mortgage File to provide
any notice other than as set forth in Section 2.02 of this Agreement. None of the Trustee, the Certificate Administrator
or the Custodian shall accept any oral Repurchase Request, and each of the Trustee, the


 






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Certificate Administrator and the Custodian
shall direct any Person making an oral Repurchase Request to submit it in writing (including through email) to the Certificate
Administrator (who will act in accordance with the first sentence of this paragraph). Repurchase requests made to the Certificate
Administrator must be submitted in writing (including through email) to trustadministrationgroup@wellsfargo.com (or such other
email address as the Certificate Administrator shall designate by time to time) with a subject repurchase line of “Repurchase
Request – LSTAR 2017-5”.


 


The parties hereto agree
that delivery of a Rule 15Ga-1 Notice shall not in and of itself constitute delivery of notice of any Material Document Defect
or Material Breach or knowledge of the Mortgage Loan Seller of any Material Document Defect or Material Breach.


 


(h)         If
the Mortgage Loan Seller, in connection with a Material Document Defect or a Material Breach (or an allegation of a Material Document
Defect or a Material Breach) pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between
the Mortgage Loan Seller and the Special Servicer on behalf of the Trust (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(h)(iii) of this Agreement. 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 Breach or Material Document Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such
Material Breach or Material Document Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach
or Material Document Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that prior to any such agreement
or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Trustee from exercising any of its rights
related to a Material Document Defect or a Material Breach 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), and provided, further, that such Loss of Value Payment shall not be greater than the repurchase price
of the affected Mortgage Loan; and provided, further that a Material Document Defect or a Material Breach as a result
of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code may
not be cured by a Loss of Value Payment.


 


SECTION 2.04.     Representations
and Warranties of the Depositor.


 


(a)         The
Depositor hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as
of the Closing Date, that solely as to itself:


 


(i)          The
Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(ii)         The
Depositor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Depositor’s
organizational documents 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 material instrument to which it is a party or by which
it is bound, which default or breach, in the good faith and reasonable judgment of the Depositor, is likely to affect materially
and adversely the ability of the Depositor to perform its obligations under this Agreement.


 



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(iii)        The
Depositor has the full corporate power and authority to 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. This Agreement, assuming
due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation
of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, receivership, conservatorship, orderly liquidation, 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.


 


(iv)        No
litigation is pending or, to the best of the Depositor’s knowledge, threatened against the Depositor that, if determined
adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or that, in the Depositor’s good
faith and reasonable judgment, is likely to materially and adversely affect the ability of the Depositor to perform its obligations
under this Agreement.


 


(v)         Immediately
prior to the transfer of the Original Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this
Agreement, the Depositor had such right, title and interest in and to each Original Mortgage Loan as was transferred to it by the
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement. The Depositor has not transferred any of its right, title
and interest in and to the Original Mortgage Loans to any Person other than the Trustee.


 


(vi)        The
Depositor is transferring all of its right, title and interest in and to the Original Mortgage Loans to the Trustee for the benefit
of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created
by or through the Depositor.


 


(vii)       Except
for any actions that are the express responsibility of another party hereunder or under the Mortgage Loan Purchase Agreement, and
further except for actions that the Depositor is expressly permitted to complete subsequent to the Closing Date, the Depositor
has taken all actions required under applicable law to effectuate the transfer of all of its right, title and interest in and to
the Original Mortgage Loans by the Depositor to the Trustee.


 


(viii)      No
consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for
the consummation by the Depositor of the transactions contemplated herein, except for (A) those consents, approvals, licenses,
authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization
or order would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement
and (B) those filings and recordings of the Depositor and assignments thereof that are contemplated by this Agreement to be completed
after the Closing Date.


 


(b)         The
representations and warranties of the Depositor set forth in Section 2.04(a) shall survive the execution and delivery of
this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of any breach of any of such representations and warranties that materially and
adversely affects


 






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the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice thereof to the other parties hereto.


 


SECTION 2.05.     Representations
and Warranties of the Master Servicer.


 


(a)         The
Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders,
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, and 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
Master Servicer’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Master
Servicer’s organizational documents 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 material instrument to which it is a party
or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to
affect materially and adversely 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 involving the Master Servicer contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement.


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws.


 


(v)         The
Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance with 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 Master Servicer’s good faith and
reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations
under this Agreement.


 


(vi)        No
consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for
the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, licenses,
authorizations or orders that previously have been obtained or where the lack of such consent, approval, license,


 






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authorization
or order would not have a material adverse effect on the ability of the Master Servicer to perform its obligations under this Agreement,
and, except to the extent in the case of performance, that its failure to be qualified as a foreign corporation or entity or licensed
in one or more states is not necessary for the performance by it of its obligations hereunder.


 


(vii)       No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that, if
determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, 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.


 


(viii)       The
Master Servicer has errors and omissions insurance that is in full force and effect or is self-insuring with respect to such risks,
in either case in compliance with the requirements of Section 3.07(d).


 


(b)       The
representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice to each of the other parties hereto.


 


(c)       Any
successor to the Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set
forth in Section 2.05(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is
a corporation, partnership, bank, association or other type of organization.


 


SECTION 2.06. Representations
and Warranties of the Special Servicer.


 


(a)       The
Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:


 


(i)       The
Special Servicer is a Delaware limited partnership in good standing under the laws of Delaware, and the Special Servicer (or its
Subsidiary Servicer, if applicable) is in compliance with the laws of each State in which any related Mortgaged Property is located
to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement,
except where the failure to so qualify or comply would not adversely affect the Special Servicer’s ability to perform its
obligations under this Agreement through its Subsidiary Servicers.


 


(ii)       The
Special Servicer’s execution and delivery of, performance under and compliance with this Agreement will not violate the Special
Servicer’s organizational documents 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 material instrument to which it is a party
or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, is likely
to affect materially and adversely the ability


 






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of the Special Servicer through its Subsidiary Servicers, if applicable, to perform
its obligations under this Agreement.


 


(iii)       The
Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer
through its Subsidiary Servicers, if applicable, contemplated by this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this Agreement.


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, orderly liquidation, 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
Special Servicer is not in violation of, and its execution and delivery of, performance under and compliance with the terms of
this Agreement by the Special Servicer through its Subsidiary Servicers, if applicable, will not constitute a violation of, any
law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental
or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect
materially and adversely the ability of the Special Servicer through its Subsidiary Servicers to perform its obligations under
this Agreement.


 


(vi)       No
consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required
for the consummation by the Special Servicer of the transactions contemplated herein by the Special Servicer through its
Subsidiary Servicers, except for those consents, approvals, licenses, authorizations or orders that previously have been
obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse
effect on the ability of the Special Servicer to perform its obligations under this Agreement through its Subsidiary
Servicers, if applicable.


 


(vii)       No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that,
if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that,
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 through its Subsidiary Servicers, if applicable.


 


(viii)      The
Special Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(d).


 


(b)         The
representations and warranties of the Special Servicer set forth in Section 2.06(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt
written notice to each of the other parties hereto.


 






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(c)         Any
successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties
set forth in Section 2.06(a), subject to such appropriate modifications to the representation and warranty set forth in
Section 2.06(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


 


SECTION 2.07.     [Reserved].


 


SECTION 2.08.     Representations
and Warranties of the Certificate Administrator.


 


(a)         The
Certificate Administrator hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:


 


(i)          The
Certificate Administrator is duly organized, validly existing and in good standing as a national banking association under the
laws of the United States and possesses all licenses and authorizations necessary to the performance of its obligations under this
Agreement.


 


(ii)         The
Certificate Administrator’s execution and delivery of, performance under and compliance with this Agreement will not
violate the Certificate Administrator’s organizational documents 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 material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and
reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the
Certificate Administrator to perform its obligations under this Agreement.


 


(iii)        The
Certificate Administrator has the requisite power and authority to enter into and consummate all transactions involving the Certificate
Administrator contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, orderly liquidation, 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
Certificate Administrator is not in violation of, and its execution and delivery of, performance under 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
reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations
under this Agreement.


 






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(vi)          No
consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation
by the Certificate Administrator of the transactions contemplated herein, except for those consents, approvals, authorizations
or orders that previously have been obtained.


 


(vii)         No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
that, if determined adversely to the Certificate Administrator, would prohibit the Certificate Administrator from entering into
this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect
the ability of the Certificate Administrator to perform its obligations under this Agreement.


 


(viii)        The
Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06.


 


(b)           The
representations and warranties of the Certificate Administrator set forth in Section 2.08(a) shall survive the execution
and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the
Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations and warranties that materially
and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give
prompt written notice to each of the other parties hereto.


 


(c)           Any
successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each of the representations
and warranties set forth in Section 2.08(a), subject to such appropriate modifications to the representation and warranty
set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it
is a corporation, partnership, bank, association or other type of organization.


 


SECTION 2.09.              Representations
and Warranties of the Tax Administrator.


 


(a)           The
Tax Administrator hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:


 


(i)            The
Tax Administrator is duly organized, validly existing and in good standing as a national banking association under the laws of
the United States and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.


 


(ii)           The
Tax Administrator’s execution and delivery of, performance under and compliance with this Agreement will not violate the
Tax Administrator’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument
to which it is a party or by which it is bound, which default or breach, in the reasonable judgment of the Tax Administrator, is
likely to affect materially and adversely the ability of the Tax Administrator to perform its obligations under this Agreement.


 


(iii)          The
Tax Administrator has the requisite power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution,


 



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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 the valid, legal
and binding obligation of the Tax Administrator, enforceable against the Tax Administrator in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, orderly liquidation, 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
Tax Administrator is not in violation of, and its execution and delivery of, performance under and compliance with 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 Tax Administrator’s reasonable
judgment, is likely to affect materially and adversely the ability of the Tax Administrator to perform its obligations under this
Agreement.


 


(vi)          No
consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation
by the Tax Administrator of the transactions contemplated herein, except for those consents, approvals, authorizations or orders
that previously have been obtained.


 


(vii)         No
litigation is pending or, to the best of the Tax Administrator’s knowledge, threatened against the Tax Administrator that,
if determined adversely to the Tax Administrator, would prohibit the Tax Administrator from entering into this Agreement or that,
in the Tax Administrator’s reasonable judgment, is likely to materially and adversely affect the ability of the Tax Administrator
to perform its obligations under this Agreement.


 


(viii)        The
Tax Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06.


 


(b)           The
representations and warranties of the Tax Administrator set forth in Section 2.09(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any such representations and warranties that materially and adversely
affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written
notice thereof to the other parties hereto, the Majority Controlling Class Certificateholder and the Directing Certificateholder.


 


(c)           Any
successor to the Tax Administrator shall be deemed to have made, as of the date of its succession, each of the representations
and warranties set forth in Section 2.09(a), subject to such appropriate modifications to the representation and warranty
set forth in Section 2.09(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it
is a corporation, partnership, bank, association or other type of organization.


 






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SECTION 2.10.              Representations,
Warranties and Covenants of the Trustee.


 


(a)           The
Trustee hereby represents and warrants to, and covenants with, each of the other parties hereto and 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
and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan (insofar as such enforceability
is dependent upon compliance by the Trustee with such laws) and to perform its obligations under this Agreement and possesses all
licenses and authorizations necessary to the performance of its obligations under this Agreement.


 


(ii)           The
Trustee’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Trustee’s
organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or
by which it is bound, which breach or default, in the good faith and reasonable judgment of the Trustee is likely to affect materially
and adversely the ability of the Trustee to perform its obligations under this Agreement.


 


(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, receivership, conservatorship, orderly liquidation, 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
Trustee is not in violation of, and its execution and delivery of, performance under and compliance with 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
consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation
by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously
have been obtained.


 


(vii)         No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee that, if determined adversely
to the Trustee, would prohibit the Trustee from entering into this Agreement or that, in the Trustee’s good faith and reasonable
judgment, is


 



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likely to materially and adversely affect the ability of the Trustee to perform its obligations under this Agreement.


 


(viii)        The
Trustee is eligible to act as trustee hereunder in accordance with Section 8.06.


 


(b)           The
representations, warranties and covenants of the Trustee set forth in Section 2.10(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains
in existence. Upon discovery by any party hereto of a breach of any such representations, warranties and covenants that materially
and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give
prompt written notice thereof to the other parties hereto.


 


(c)           Any
successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set
forth in Section 2.10(a), subject to such appropriate modifications to the representation, warranty and covenant set forth
in Section 2.10(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


 


SECTION
2.11.          Creation of REMIC I; Issuance of the
REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I.


 


(a)           It
is the intention of the parties hereto that the following segregated pool of assets constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as “REMIC I”: (i) the Mortgage Loans that are
from time to time subject to this Agreement, together with (A) all payments under and proceeds of such Mortgage Loans received
after the Closing Date or, in the case of any such Mortgage Loan that is a Replacement Mortgage Loan, after the related date of
substitution (other than scheduled payments of interest and principal due on or before the respective Cut-off Dates for such Mortgage
Loans or, in the case of any such Mortgage Loan that is a Replacement Mortgage Loan, on or before the related date of substitution,
and exclusive of any such amounts that constitute Excess Servicing Fees), and (B) all rights of the holder of such Mortgage Loans
under the related Mortgage Loan Documents and in and to any related Additional Collateral; (ii) any REO Property acquired in respect
of any Mortgage Loan (or, in the case of any REO Property related to a Non-Serviced Mortgage Loan, the beneficial interest of the
holder of the related Mortgage Loan in such REO Property); (iii) such funds and assets as from time to time are deposited in the
Collection Accounts (but not (A) in the Serviced Pari Passu Companion Loan Custodial Account or (B) to the extent related to any
Serviced Subordinate Companion Loan, in the related Serviced A/B Loan Combination Custodial Account), the Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established (but, in the case of any such account
established with respect to any Serviced Loan Combination, subject to the rights of the related Serviced Companion Loan Holders),
the REO Accounts (exclusive of any such amounts that constitute Excess Servicing Fees); (iv) the rights of the Depositor under
Sections 2, 3, 4 (other than Section 4(c)) and 5 (and, to the extent related to the foregoing,
Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of the Mortgage Loan
Purchase Agreement; and (v) the rights of the Depositor under the Mortgage Loan Purchase Agreement Partial Guaranty. The Closing
Date is hereby designated as the “Startup Day” of REMIC I within the meaning of Section 860G(a)(9) of the Code.


 






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(b)           Concurrently
with the assignment to the Trustee of the Original Mortgage Loans and certain related assets, pursuant to Section 2.01(b),
and in exchange therefor, the REMIC I Regular Interests and the REMIC I Residual Interest shall be issued. A single separate REMIC
I Regular Interest shall be issued with respect to each Original Mortgage Loan. For purposes of this Agreement each REMIC I Regular
Interest shall relate to the Original Mortgage Loan in respect of which it was issued, to each Replacement Mortgage Loan (if any)
substituted for such Original Mortgage Loan and to each REO Mortgage Loan deemed outstanding with respect to any REO Property acquired
in respect of such Original Mortgage Loan or any such Replacement Mortgage Loan (or, in the case of any REO Property related to
a Non-Serviced Mortgage Loan, the beneficial interest of the holder of the related Mortgage Loan in any related REO Property).
None of the REMIC I Regular Interests shall be certificated. The REMIC I Regular Interests and the REMIC I Residual Interest shall
collectively constitute the entire beneficial ownership of REMIC I.


 


(c)           The
REMIC I Regular Interests shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the
Code), and the REMIC I Residual Interest shall constitute the sole “residual interest” (within the meaning of Section
860G(a)(2) of the Code), in REMIC I. None of the parties hereto, to the extent it is within the control thereof, shall create or
permit the creation of any other “interests” in REMIC I (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).


 


(d)           The
designation for each REMIC I Regular Interest shall be the identification number for the related Original Mortgage Loan set forth
in the Mortgage Loan Schedule.


 


(e)           Each
REMIC I Regular Interest shall have an Uncertificated Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance of the related Original Mortgage Loan (as specified
in the Mortgage Loan Schedule). On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest
shall be permanently reduced by any distributions of principal deemed made with respect to such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(h) and shall be further adjusted in the manner and to the extent provided in
Section 4.04(c). Except as provided in the preceding sentence and except to the extent of the recovery of amounts previously
allocated as a Realized Loss as a result of the reimbursement from principal collections of Nonrecoverable Advances, the Uncertificated
Principal Balance of each REMIC I Regular Interest shall not otherwise be increased or reduced. Deemed distributions to REMIC II
in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC I Regular Interest,
shall not constitute deemed distributions of principal and shall not result in any reduction of the Uncertificated Principal Balance
of such REMIC I Regular Interest.


 


(f)            The
per annum rate at which each REMIC I Regular Interest shall accrue interest during each Interest Accrual Period is herein
referred to as its “REMIC I Remittance Rate”. The REMIC I Remittance Rate in respect of any particular REMIC
I Regular Interest, for any Interest Accrual Period, shall equal: (A) if the related Original Mortgage Loan is or was, as the case
may be, a 30/360 Mortgage Loan, the related Net Mortgage Rate then in effect (including as a result of any step-up provision) for
the related Original Mortgage Loan under the original terms of such Mortgage Loan in effect as of the Closing Date (without regard
to any modifications, extensions, waivers or amendments of such Mortgage Loan subsequent to the Closing Date, whether entered into
by the Master Servicer or the Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving
the related Borrower) and (B) if the related Original Mortgage Loan is or was, as the case may be, an Actual/360 Mortgage Loan,
a fraction (expressed as a percentage), the numerator of which is the product


 



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of 12 times the Adjusted Actual/360 Accrued Interest
Amount with respect to such REMIC I Regular Interest for such Interest Accrual Period, and the denominator of which is the Uncertificated
Principal Balance of such REMIC I Regular Interest immediately prior to the Distribution Date that corresponds to such Interest
Accrual Period.


 


The “Adjusted
Actual/360 Accrued Interest Amount” with respect to any REMIC I Regular Interest referred to in clause (B) of
the second sentence of the prior paragraph, for any Interest Accrual Period, is an amount of interest equal to the product of (a)
the Net Mortgage Rate then in effect (including as a result of any step-up provision) for the related Mortgage Loan under the original
terms of such Mortgage Loan in effect as of the Closing Date (without regard to any modifications, extensions, waivers or amendments
of such Mortgage Loan subsequent to the Closing Date, whether entered into by the Master Servicer or the Special Servicer or in
connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower), multiplied by (b) a fraction,
the numerator of which is the number of days in such Interest Accrual Period, and the denominator of which is 360, multiplied by
(c) the Uncertificated Principal Balance of such REMIC I Regular Interest immediately prior to the Distribution Date that corresponds
to such Interest Accrual Period; provided that, if the subject Interest Accrual Period occurs during (x) December of any
year that does not immediately precede a leap year or (y) January of any year, then the amount of interest calculated with respect
to the subject REMIC I Regular Interest pursuant to this definition for such Interest Accrual Period without regard to this proviso
shall be decreased by the Interest Reserve Amount, if any (and the fraction described in clause (B) of the second sentence
of the preceding paragraph shall be adjusted accordingly), with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) transferred, in accordance with Section 3.04(c), from the Distribution Account to the Interest
Reserve Account on the Master Servicer Remittance Date that occurs immediately following the end of such Interest Accrual Period;
and provided, further, that, if the subject Interest Accrual Period occurs during February of any year (or during
any December or January preceding the month of the Final Distribution Date), then the amount of interest calculated with respect
to the subject REMIC I Regular Interest pursuant to this definition for such Interest Accrual Period without regard to this proviso
shall be increased by the Interest Reserve Amount(s), if any (and the fraction described in clause (B) of the second sentence
of the preceding paragraph shall be adjusted accordingly), with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) transferred, in accordance with Section 3.05(c), from the Interest Reserve Account to the Distribution
Account on the Master Servicer Remittance Date that occurs immediately following the end of such Interest Accrual Period.


 


(g)           Each
REMIC I Regular Interest shall bear interest. Such interest shall be calculated on a 30/360 Basis and, during each Interest Accrual
Period, such interest shall accrue at the REMIC I Remittance Rate with respect to such REMIC I Regular Interest for such Interest
Accrual Period on the Uncertificated Principal Balance of such REMIC I Regular Interest outstanding immediately prior to the related
Distribution Date. The total amount of interest accrued with respect to each REMIC I Regular Interest during each Interest Accrual
Period is referred to herein as its “Uncertificated Accrued Interest” for such Interest Accrual Period. The
portion of the Uncertificated Accrued Interest with respect to any REMIC I Regular Interest for any Interest Accrual Period that
shall be distributable to REMIC II, as the holder of such REMIC I Regular Interest, on the related Distribution Date pursuant to
Section 4.01(h), shall be an amount (herein referred to as the “Uncertificated Distributable Interest”
with respect to such REMIC I Regular Interest for the related Distribution Date) equal to (i) the Uncertificated Accrued Interest
with respect to such REMIC I Regular Interest for the related Interest Accrual Period, reduced (to not less than zero) by (ii)
the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date that is allocable to such REMIC I Regular
Interest. For purposes of the foregoing,


 



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the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall
be allocated among all the REMIC I Regular Interests on a pro rata basis in accordance with their respective amounts of
Uncertificated Accrued Interest for the related Interest Accrual Period. If the entire Uncertificated Distributable Interest with
respect to any REMIC I Regular Interest for any Distribution Date is not deemed distributed to REMIC II, as the holder of such
REMIC I Regular Interest, on such Distribution Date pursuant to Section 4.01(h), then the unpaid portion of such Uncertificated
Distributable Interest shall be distributable with respect to such REMIC I Regular Interest for future Distribution Dates as provided
in such Section 4.01(h).


 


(h)           Solely
for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I
Regular Interest shall be the Rated Final Distribution Date.


 


(i)            The
REMIC I Residual Interest will not have a principal balance and will not bear interest.


 


SECTION 2.12.          Conveyance
of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee.


 


The Depositor, as of
the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all of
its right, title and interest in and to the REMIC I Regular Interests to the Trustee for the benefit of the Holders of the Regular
Certificates and the Class R Certificates. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Regular
Certificates and the Class R Certificates.


 


SECTION 2.13.          Creation of
REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II.


 


(a)           It
is the intention of the parties hereto that the segregated pool of assets consisting of the REMIC I Regular Interests constitute
a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated as “REMIC II”.
The Closing Date is hereby designated as the “Startup Day” of REMIC II within the meaning of Section 860G(a)(9)
of the Code.


 


(b)           Concurrently
with the assignment of the REMIC I Regular Interests to the Trustee pursuant to Section 2.12 and in exchange therefor, the
REMIC II Regular Interests and the REMIC II Residual Interest shall be issued. None of the REMIC II Regular Interests shall be
certificated. The REMIC II Regular Interests and the REMIC II Residual Interest shall collectively constitute the entire beneficial
ownership of REMIC II.


 


(c)           The
REMIC II Regular Interests shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the
Code), and the REMIC II Residual Interest shall constitute the sole “residual interest” (within the meaning of Section
860G(a)(2) of the Code), in REMIC II. None of the parties hereto, to the extent it is within the control thereof, shall create
or permit the creation of any other “interests” in REMIC II (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).


 






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(d)           The
REMIC II Regular Interests will have the alphabetic or alphanumeric designations indicated in the table set forth in the Preliminary
Statement under the caption “REMIC II”.


 


(e)           Each
REMIC II Regular Interest shall have an Uncertificated Principal Balance. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall equal the amount designated for such REMIC II Regular Interest in the table set
forth in the Preliminary Statement under the caption “REMIC II”. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall be permanently reduced by any distributions of principal deemed made with respect
to such REMIC II Regular Interest on such Distribution Date pursuant to Section 4.01(h) and shall be further adjusted in
the manner and to the extent provided in Section 4.04(b) and consistently with footnote 3 to the table set forth in the
Preliminary Statement under the caption “REMIC II”. Except as provided in the preceding sentence and except to the
extent of the recovery of amounts previously allocated as a Realized Loss as a result of the reimbursement from principal collections
of Nonrecoverable Advances, the Uncertificated Principal Balance of each REMIC II Regular Interest shall not otherwise be increased
or reduced. Deemed distributions to REMIC III in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously
deemed allocated to a REMIC II Regular Interest, shall not constitute deemed distributions of principal and shall not result in
any reduction of the Uncertificated Principal Balance of such REMIC II Regular Interest.


 


(f)            The
per annum rate at which each REMIC II Regular Interest shall accrue interest during each Interest Accrual Period is herein
referred to as its “REMIC II Remittance Rate”. The REMIC II Remittance Rate with respect to each REMIC II Regular
Interest for any Interest Accrual Period shall be the WAC Rate for such Interest Accrual Period.


 


(g)           Each
REMIC II Regular Interest shall bear interest. Such interest shall be calculated on a 30/360 Basis and, during each Interest Accrual
Period, such interest shall accrue at the REMIC II Remittance Rate with respect to such REMIC II Regular Interest for such Interest
Accrual Period on the Uncertificated Principal Balance of such REMIC II Regular Interest outstanding immediately prior to the related
Distribution Date. The total amount of interest accrued with respect to each REMIC II Regular Interest during each Interest Accrual
Period is referred to herein as its “Uncertificated Accrued Interest” for such Interest Accrual Period. The
portion of the Uncertificated Accrued Interest with respect to any REMIC II Regular Interest for any Interest Accrual Period that
shall be distributable to REMIC III, as the holder of such REMIC II Regular Interest, on the related Distribution Date pursuant
to Section 4.01(g), shall be an amount (herein referred to as the “Uncertificated Distributable Interest”
with respect to such REMIC II Regular Interest for the related Distribution Date) equal to (i) the Uncertificated Accrued Interest
with respect to such REMIC II Regular Interest for the related Interest Accrual Period, reduced (to not less than zero) by (ii)
the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date that is allocable to such REMIC II Regular
Interest. For purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall
be allocated among all the REMIC II Regular Interests on a pro rata basis in accordance with their respective amounts of
Uncertificated Accrued Interest for the related Interest Accrual Period. If the entire Uncertificated Distributable Interest with
respect to any REMIC II Regular Interest for any Distribution Date is not deemed distributed to REMIC III, as the holder of such
REMIC II Regular Interest, on such Distribution Date pursuant to Section 4.01(g), then the unpaid portion of such Uncertificated
Distributable Interest shall be distributable with respect to such REMIC II Regular Interest for future Distribution Dates as provided
in such Section 4.01(g).


 






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(h)           Solely
for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II
Regular Interest shall be the Rated Final Distribution Date.


 


(i)            The
REMIC II Residual Interest shall not have a principal balance and shall not bear interest.


 


SECTION 2.14.          Conveyance
of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee.


 


The Depositor, as of
the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all of
its right, title and interest in and to the REMIC II Regular Interests to the Trustee for the benefit of the Holders of the Regular
Certificates and the Class R Certificates. The Trustee acknowledges the assignment to it of the REMIC II Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the
Regular Certificates and the Class R Certificates.


 


SECTION 2.15.          Creation of
REMIC III; Issuance of the Regular Certificates, the REMIC III Residual Interest; Certain Matters Involving REMIC III.


 


(a)           It
is the intention of the parties hereto that the segregated pool of assets consisting of the REMIC II Regular Interests constitute
a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated as “REMIC III”.
The Closing Date is hereby designated as the “Startup Day” of REMIC III within the meaning of Section 860G(a)(9)
of the Code.


 


(b)           Concurrently
with the assignment of the REMIC II Regular Interests to the Trustee pursuant to Section 2.14 and in exchange therefor,
the REMIC III Residual Interest shall be issued and the Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver, to or upon the order of the Depositor, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
X, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates in authorized denominations. The Class X Certificates
shall be a single class of REMIC III Regular Interest that is entitled to specified portions of the cash flows on seven REMIC II
Regular Interests as described in footnote “(3)” under the caption “REMIC III” in the Preliminary Statement
hereto.


 


(c)           The
Regular Certificates shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the Code),
and the REMIC III Residual Interest shall constitute the sole “residual interest” (within the meaning of Section 860G(a)(2)
of the Code), in REMIC III. None of the parties hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other “interests” in REMIC III (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).


 


(d)           The
Regular Certificates will have the alphabetic or alphanumeric designations indicated in the table set forth in the Preliminary
Statement under the caption “REMIC III”.


 


(e)           Each
Class of Principal Balance Certificates shall have a Class Principal Balance. As of the Closing Date, the Class Principal Balance
of each such Class of Principal Balance Certificates shall equal the amount set forth opposite such Class of Certificates in the
table set forth in the Preliminary Statement under the caption “REMIC III”. On each Distribution Date, the Class Principal
Balance of each such Class of Principal Balance Certificates shall be permanently reduced by any distributions of


 



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principal made
in respect of such Class on such Distribution Date pursuant to Section 4.01(a) and shall be further adjusted in the manner
and to the extent provided in Section 4.04(a). Except as provided in the preceding sentences and except to the extent of
the recovery amounts previously allocated as a Realized Loss as a result of the reimbursement from principal collections of Nonrecoverable
Advances, the Class Principal Balance of each such Class of Principal Balance Certificates shall not otherwise be increased or
reduced. Distributions in reimbursement of the Holders of any such Class of Principal Balance Certificates for previously allocated
Realized Losses and Additional Trust Fund Expenses shall not constitute distributions of principal and shall not result in any
reduction of the Certificate Principal Balances of such Principal Balance Certificates or of the related Class Principal Balance
of such Class of Principal Balance Certificate.


 


The Interest-Only Certificates
shall not have principal balances. For purposes of accruing interest, however, the Interest-Only Certificates shall have or be
deemed to have a Class Notional Amount that is, as of any date of determination, equal to the total of the then Component Notional
Amounts of the REMIC III Components of the Class X Certificates. Each Class of Regular Certificates shall have or be deemed to
have a Pass-Through Rate as set forth in the definition of “Pass-Through Rate.”


 


(f)            Each
Class of Regular Certificates shall have or be deemed to have a Pass-Through Rate as set forth in the definition of “Pass-Through
Rate.”


 


(g)           Solely
for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of
Regular Certificates shall be the Rated Final Distribution Date.


 


(h)           The
REMIC III Residual Interest shall not have a principal balance and shall not bear interest.


 


SECTION 2.16.          Issuance of
the Class R Certificates.


 


Simultaneously with the
issuance of the Regular Certificates, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate
and deliver, to or upon the order of the Depositor, the Class R Certificates in authorized denominations, and evidencing the entire
beneficial ownership of each of the REMIC I Residual Interest, the REMIC II Residual Interest, the REMIC III Residual Interest
and the residual interest in the Frontier Loan REMIC. The rights of the Holders of the Class R Certificates to receive distributions
from the proceeds of the Trust Fund, and all ownership interests of such Holders in and to such distributions, shall be as set
forth in this Agreement.


 


SECTION 2.17.          The Frontier
Loan REMIC.


 


The parties to this Agreement
and the Certificateholders hereby acknowledge that, for federal income tax purposes, The Frontier Mortgage Loan represents an interest
in a REMIC regular interest issued by The Frontier Loan REMIC (“The Frontier Loan REMIC Regular Interest”) and
that the Certificate Administrator or the Tax Administrator will be required to conduct all administration required for such REMIC.
The parties to this Agreement hereby agree to provide any information as reasonably requested by the Certificate Administrator
or the Tax Administrator that is required for the administration of The Frontier Loan REMIC.


 






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ARTICLE III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


SECTION 3.01.          General Provisions.


 


(a)           Each
of the Master Servicer and the Special Servicer shall service and administer the applicable Serviced Mortgage Loans, the applicable
Serviced Companion Loans and any applicable Administered REO Properties that it is obligated (as provided below) to service and
administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders
(or, in the case of any Serviced Loan Combination, of the Certificateholders and the related Serviced Companion Loan Holder(s)
(and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate
Companion Loan)) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable
judgment), as a collective whole, in accordance with any and all applicable laws, the terms of this Agreement, the terms of the
respective Serviced Mortgage Loans and, in the case of any Serviced Loan Combination, the terms of the related Co-Lender Agreement
(provided that, in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment
determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event (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 Trust Fund Expense by withdrawal from the Collection Account), the Master Servicer or the Special
Servicer, as applicable, must comply with the REMIC Provisions to the extent necessary to avoid an Adverse REMIC Event) and, to
the extent consistent with the foregoing, in accordance with the Servicing Standard; provided that notwithstanding anything
herein to the contrary, the Special Servicer shall process all Material Actions and Special Servicer Decisions with respect to
a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination (except that the Master Servicer and the Special Servicer
may mutually agree that the Master Servicer shall process, and obtain the prior written consent of the Special Servicer with respect
to, any such Material Action or Special Servicer Decision with respect to such Performing Serviced Mortgage Loan or Performing
Serviced Loan Combination). In clarification of, and neither in addition to nor in deletion of the duties and obligations of the
Master Servicer or the Special Servicer pursuant to this Agreement, 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 Serviced Companion Loan or shall 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 and Pari Passu Primary
Servicing Fees or the right to be reimbursed for Advances). Any provision in this Agreement for any Advance by the Master Servicer,
the Special Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and, if applicable,
any Serviced Companion Loan Holders, 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. 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 (or, in the case of any Serviced Loan Combination,
to the Certificateholders and the related Serviced Companion Loan Holder(s)) in respect of a Mortgage Loan at any time after a
determination of present value recovery made in its reasonable and good faith judgment in accordance with the Servicing Standard
by the Master Servicer or Special Servicer hereunder at any time is less than the amount reflected in such determination. Without
limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all related Performing
Serviced Mortgage Loans and related Performing Serviced Companion Loans, (ii) the Special


 



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Servicer shall service and administer
(x) each Serviced Mortgage Loan and each Serviced Companion Loan (other than a Corrected Mortgage Loan) as to which a Servicing
Transfer Event has occurred, and (y) each Administered REO Property; provided, however, that the Master Servicer
shall continue to (A) make P&I Advances required hereunder with respect to each Mortgage Loan that constitutes a Specially
Serviced Mortgage Loan and each successor REO Mortgage Loan in respect thereof, (B) make Servicing Advances required hereunder
with respect to any Specially Serviced Mortgage Loans and Administered REO Properties (and related REO Mortgage Loans), (C) receive
payments, collect information and deliver reports to the Certificate Administrator and the Trustee required hereunder with respect
to any Specially Serviced Mortgage Loans and Administered REO Properties (and the related REO Mortgage Loans), and (D) render such
incidental services with respect to any Specially Serviced Mortgage Loans and Administered REO Properties as and to the extent
as may be specifically provided for herein. In addition, the Master Servicer shall notify the Special Servicer within three (3)
Business Days following its receipt of any collections on any Specially Serviced Mortgage Loan or REO Mortgage Loan, the Special
Servicer shall within one Business Day thereafter notify the Master Servicer with instructions on how to apply such collections
and the Master Servicer shall apply such collections in accordance with such instructions within one Business Day following the
Master Servicer’s receipt of such notice.


 


(b)           Subject
to Section 3.01(a) and the other terms and provisions of this Agreement, the Master Servicer and the Special Servicer shall
each have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be
done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without
limiting the generality of the foregoing, the Master Servicer (with respect to those Serviced Mortgage Loans and any Serviced Companion
Loan that it is obligated to service and administer pursuant to this Agreement) and the Special Servicer (with respect to the Specially
Serviced Mortgage Loans and Administered REO Properties), in its own name or in the name of the Trustee, is hereby authorized and
empowered by the Trustee (and, in the case of any Serviced Loan Combination is, pursuant to the related Co-Lender Agreement, authorized
by the related Serviced Companion Loan Holder) to execute and deliver, on behalf of the Certificateholders, the Trustee, the related
Serviced Companion Loan Holder (in the case of any Serviced Loan Combination), or any of them: (i) 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 on the related Mortgaged Property and other related collateral; (ii) 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 (iii) subject to Sections 3.08, 3.20, and 3.24) 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 ownership interests in a
Borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or otherwise, documents relating to the management, operation, maintenance, repair, 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 the 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 Serviced Mortgage Loan under the related
Mortgage Loan Documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements
that may be requested by any Borrower or its tenants, documents granting, modifying or releasing (or joining the Borrower therein)
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged


 



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Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Serviced
Mortgage Loan and any other consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing
Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special
Servicer, as the case may be, any limited powers of attorney and other documents (each of which shall be prepared by the Master
Servicer or the Special Servicer, as the case may be) necessary or appropriate to enable it to carry out its servicing and administrative
duties hereunder (including any limited power of attorney in favor of a Subsidiary Servicer, if applicable); provided that
the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer (or
any Subsidiary Servicer, if applicable). Without limiting the generality of the foregoing, the Trustee shall execute and deliver
to the Master Servicer and the Special Servicer, on or before the Closing Date, a power of attorney substantially in the form attached
as Exhibit L hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer,
as applicable). Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer
shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity; provided,
however, that in those jurisdictions in which the foregoing requirement would not be legally or procedurally permissible,
the Master Servicer or Special Servicer, as applicable, shall provide five (5) Business Days’ prior written notice to the
Trustee of the initiation of such action, suit or proceeding (or provide such prior notice as the Master Servicer or Special Servicer,
as applicable, shall determine in its reasonable judgment exercised in accordance with the Servicing Standard, to be reasonably
practicable prior to filing such action, suit or proceeding) (and shall not be required to obtain the Trustee’s written consent
or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative capacity); or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. The Master
Servicer and the Special Servicer shall indemnify (out of its own funds without reimbursement therefor) the Trustee for any and
all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of
attorney by the Master Servicer or the Special Servicer, as the case may be.


 


(c)           [Reserved]


 


(d)           The
relationship of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, one another 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)           [Reserved]


 


(f)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that each of the Master Servicer’s and Special
Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and Special Servicer’s authority
with respect to the Non-Serviced Loan Combinations and any REO Property that is not an Administered REO Property is limited by
and subject to the terms of the related Co-Lender Agreements and the rights, responsibilities and obligations of the Non-Serviced
Master Servicer, the Non-Serviced Special Servicer and the Non-Serviced Trustee under the Non-Serviced Pooling and Servicing Agreement.
The Master Servicer shall, to the extent directed and instructed as contemplated by Section 3.01(h), enforce the rights
of the Trustee (as holder of each Non-Serviced Mortgage Loan) under the related Co-Lender Agreement and the Non-Serviced Pooling
and Servicing Agreement.


 






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(g)           Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept deposits from and otherwise generally engage in any kind of
business or dealings with any Borrower as though the Master Servicer or the Special Servicer, as applicable, was not a party to
this Agreement or to the transactions contemplated hereby; provided, however, that this sentence shall not be construed
to modify the Servicing Standard.


 


(h)           The
parties hereto acknowledge that each Non-Serviced Mortgage Loan and any REO Property that is not an Administered REO Property is
subject to the terms and conditions of the related Co-Lender Agreement and the related Non-Serviced Pooling and Servicing Agreement.
The parties hereto recognize the respective rights and obligations of the “Initial Note Holders” and “Note Holders”
(or the analogous term) under the Co-Lender Agreements for such Non-Serviced Mortgage Loans, including with respect to the allocation
of collections and losses on or in respect of such Non-Serviced Mortgage Loans and the related Non-Serviced Pari Passu Companion
Loans and the making of payments to the “Initial Note Holders” and “Note Holders” in accordance with each
such Co-Lender Agreement and the related Non-Serviced Pooling and Servicing Agreement. The parties hereto further acknowledge that,
pursuant to the related Co-Lender Agreement(s) for each Non-Serviced Mortgage Loan and any REO Property that is not an Administered
REO Property, each Non-Serviced Mortgage Loan, the related Non-Serviced Pari Passu Companion Loan and any REO Property that is
not an Administered REO Property are to be serviced and administered by the related Non-Serviced Master Servicer and related Non-Serviced
Special Servicer in accordance with the related Non-Serviced Pooling and Servicing Agreement. Although each Non-Serviced Mortgage
Loan is not a Serviced Mortgage Loan hereunder, the Master Servicer hereunder for each such Non-Serviced Mortgage Loan shall have
certain duties as set forth herein and shall constitute the “Master Servicer” hereunder with respect to each such Non-Serviced
Mortgage Loan. The Special Servicer shall have no obligations under this Agreement for servicing any Non-Serviced Loan Combinations
or related REO Property.


 


With respect to any Non-Serviced
Mortgage Loan, the parties to this Agreement shall have no obligation or authority to supervise respective parties to the Non-Serviced
Pooling and Servicing Agreement (but this statement shall not relieve them of liabilities they may otherwise have in their capacities
as parties to the Non-Serviced Pooling and Servicing Agreement) or to make Servicing Advances with respect to any such Non-Serviced
Mortgage Loan. If there are at any time amounts due from the Trust, as holder of a Non-Serviced Mortgage Loan, to any party under
the related Co-Lender Agreement or the related Non-Serviced Pooling and Servicing Agreement pursuant to the terms thereof, the
Master Servicer shall notify the Special Servicer and the Directing Certificateholder, and the Master Servicer shall pay such amounts
out of the Collection Account. Except as otherwise expressly addressed in Section 3.20, if a party to the Non-Serviced Pooling
and Servicing Agreement related to a Non-Serviced Mortgage Loan requests the Trustee to consent to a modification, waiver or amendment
of, or other loan-level action related to, such Non-Serviced Mortgage Loan, then the Trustee shall promptly deliver a copy of such
request to the Master Servicer to be addressed by the Master Servicer pursuant to Section 3.20(g); provided that,
if such Non-Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation,
then the Master Servicer shall not grant such direction without first having obtained such Rating Agency Confirmation (payable
at the expense of the party requesting such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise
from the Collection Account). If a Responsible Officer of the Trustee receives actual notice of a “servicing termination
event” (or other similar term) under the related Non-Serviced Pooling and Servicing Agreement, then the Trustee shall notify
(in writing), and direct the Master Servicer to act in accordance with the instructions of, the Directing Certificateholder (prior
to the


 



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occurrence and continuance of a Control Termination Event and other than with respect to any Non-Serviced Mortgage Loan
that is a Conflicted Loan); provided that, if such instructions are not provided within a reasonable time period (not to
exceed ten (10) Business Days or such lesser response time as is afforded under the related Non-Serviced Pooling and Servicing
Agreement), or if the Master Servicer is not permitted by the Non-Serviced Pooling and Servicing Agreement to follow such instructions,
then the Trustee shall direct the Master Servicer to take such action or inaction (to the extent permitted by the Non-Serviced
Pooling and Servicing Agreement), as directed in writing by the Holders of the Certificates entitled to a majority of the Voting
Rights (such direction communicated to the Master Servicer by the Trustee) within a reasonable period of time that does not exceed
such response time as is afforded under the related Non-Serviced Pooling and Servicing Agreement. If the Trustee receives a request
from any party to a Non-Serviced Pooling and Servicing Agreement for consent to or approval of a modification, waiver or amendment
of such Non-Serviced Pooling and Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing agreement
that is the successor to and/or in replacement of such Non-Serviced Pooling and Servicing Agreement in effect as of the Closing
Date or a change in servicer under such Non-Serviced Pooling and Servicing Agreement, then the Trustee shall not grant such consent
or approval unless it receives the consent of the Master Servicer under this Agreement, the consent of the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event) and a Rating Agency Confirmation (at the expense of the
party requesting such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise from the Collection
Account) from each Rating Agency to the effect that such consent or approval would not result in an Adverse Rating Event with respect
to any Class of Rated Certificates. During the continuation of any “servicing termination event” (or other similar
term) under a Non-Serviced Pooling and Servicing Agreement, each of the Trustee, the Master Servicer and the Special Servicer shall
have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other
proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by
the Master Servicer or the Special Servicer in connection with such enforcement shall be an Additional Trust Fund Expense. The
Trustee, the Master Servicer and the Special Servicer shall each promptly forward all material notices or other communications
delivered to it in connection with each Non-Serviced Pooling and Servicing Agreement to the other such parties, the Depositor and
the Directing Certificateholder and, if such notice or communication is in the nature of a notice or communication that would be
required to be delivered to the Rating Agencies if the related Non-Serviced Mortgage Loan were a Serviced Mortgage Loan, to the
Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in
accordance with Section 8.12(c)). Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information
and collections to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Mortgage
Loan shall be dependent on its receipt of the corresponding information and collections from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer.


 


(i)            With
respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)          the
Trust shall be responsible for its pro rata share of any “Nonrecoverable Servicing Advances” (or analogous term)
(as defined in the related Non-Serviced Pooling and Servicing Agreement) (and advance interest thereon) and any “Additional
Trust Fund Expenses” (or analogous term) (as defined in the related Non-Serviced Pooling and Servicing Agreement), but only
to the extent that they relate to servicing and administration of the related Non-Serviced


 



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Loan Combination, including without
limitation, any unpaid “Special Servicing Fees”, “Liquidation Fees” and “Workout Fees” (or
analogous terms) (each, as defined in the related Non-Serviced Pooling and Servicing Agreement) relating to the related Non-Serviced
Loan Combination, and that if the funds received with respect to the related Non-Serviced Loan Combination are insufficient to
cover “Servicing Advances” or “Additional Trust Fund Expenses” (or analogous terms) (each as defined in
the related Non-Serviced Pooling and Servicing Agreement), (i) the Master Servicer shall, promptly following notice from the Non-Serviced
Master Servicer, reimburse the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator
or the Non-Serviced Trustee, as applicable (such reimbursement, to the extent owed to the Non-Serviced Special Servicer, the Non-Serviced
Certificate Administrator or the Non-Serviced Trustee, may be paid by the Master Servicer to the Non-Serviced Master Servicer,
who shall pay such amounts to the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator or the Non-Serviced
Trustee, as applicable), out of general collections in the Collection Account for the Trust’s pro rata share of any
such “Nonrecoverable Servicing Advances” and/or “Additional Trust Fund Expenses”, and (ii) if the related
Non-Serviced Pooling and Servicing Agreement permits the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced
Certificate Administrator or the Non-Serviced Trustee to reimburse itself from the related trust’s general collections, then
the parties to this Agreement hereby acknowledge and agree that the Non-Serviced Master Servicer, the Non-Serviced Special Servicer,
the Non-Serviced Certificate Administrator or the Non-Serviced Trustee, as applicable, may do so and the Master Servicer shall
be required to, promptly following notice from the Non-Serviced Master Servicer, reimburse the related trust out of general collections
in the Collection Account for the Trust’s pro rata share of any such “Nonrecoverable Servicing Advances”
and/or “Additional Trust Fund Expenses”;


 


(ii)         each
of the Indemnified Parties shall be indemnified (as and to the same extent the related trust established pursuant to the related
Non-Serviced Pooling and Servicing Agreement is required to indemnify each of such Indemnified Parties in respect of other mortgage
loans in such trust pursuant to the terms of the related Non-Serviced Pooling and Servicing Agreement) by the Trust, against any
of the Indemnified Items to the extent of the Trust’s pro rata share of such Indemnified Items, and to the extent
amounts on deposit in the “Pari Passu Companion Loan Custodial Account” (as such term or other similar term is defined
in the related Non-Serviced Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts, the Master Servicer
shall, promptly following notice from the Non-Serviced Master Servicer, reimburse each of the applicable Indemnified Parties for
the Trust’s pro rata share of the insufficiency out of general funds in the Collection Account;


 


(iii)        the
Certificate Administrator shall deliver to the Non-Serviced Trustee, the Non-Serviced Certificate Administrator, the Non-Serviced
Special Servicer and the Non-Serviced Master Servicer (with a copy to be sent to the Master Servicer and Special Servicer) (A)
promptly following the Closing Date (and with respect to any Servicing Shift Loan Combination, promptly following the Certificate
Administrator’s receipt of notice from the related Mortgage Loan Seller and/or the related Non-Serviced Master Servicer that
the related Servicing Shift Companion Loan has been included in a securitization), written notice in the form of Exhibit R
attached hereto, stating that, as of the Closing Date, the Trustee is the holder of such Non-Serviced Mortgage Loan and directing
each such recipient to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available,
as the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to
be forwarded,


 



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delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Co-Lender
Agreement and the Non-Serviced Pooling and Servicing Agreement (which notice shall also provide contact information for the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer and the party designated to exercise the rights of the
“Non-Controlling Note Holder” under each Co-Lender Agreement), and (B) notice of any subsequent change in the identity
of the Master Servicer; and


 


(iv)        the
Non-Serviced Master Servicer, the Non-Serviced Special Servicer and the related trust established pursuant to the related Non-Serviced
Pooling and Servicing Agreement shall be third party beneficiaries of this Section 3.01(i).


 


(j)            In
the event that any Mortgage Loan included in any Serviced Loan Combination is no longer part of the Trust Fund, such Mortgage Loan
and the related Serviced Loan Combination shall continue to be serviced and administered under this Agreement by the Master Servicer
and the Special Servicer until a successor servicing agreement, acceptable to the parties thereto, is entered into with the consent
of the holder of such Mortgage Loan and the related Companion Loan; provided, however, that, as of the time such Mortgage Loan
is no longer part of the Trust Fund, such Serviced Loan Combination and the related Mortgaged Property shall be serviced for the
benefit of the holders of such Serviced Loan Combination as if they were the sole assets serviced and administered hereunder, and
the sole source of funds hereunder (other than with respect to the reimbursement of Nonrecoverable Advances made while such Mortgage
Loan was part of the Trust Fund) and that there shall be no further obligation of any Person to make P&I Advances. The Special
Servicing Fee, the Liquidation Fee and/or the Workout Fee with respect to such Serviced Loan Combination shall continue to be calculated
based on the entire principal amount of such Serviced Loan Combination, the Servicing Fee shall continue to be calculated based
on the entire principal amount of the related Mortgage Loan, and the Pari Passu Primary Servicing Fee shall continue to be calculated
based on the entire principal amount of the related Serviced Companion Loan. All amounts due the Master Servicer and the Special
Servicer (including Advances and interest thereon) pursuant to this Agreement and the applicable Co-Lender Agreement shall be paid
to the Master Servicer and the Special Servicer on the first Master Servicer Remittance Date following removal of the Mortgage
Loan from the Trust Fund and any related Master Servicer Remittance Date thereafter. In addition, until such time as a separate
servicing agreement with respect to such Serviced Loan Combination and any related REO Property has been entered into, notwithstanding
that neither such Mortgage Loan nor any related REO Property is part of the Trust Fund, the Custodian shall continue to hold the
Mortgage File.


 


SECTION 3.02.          Collection
of Mortgage Loan Payments.


 


(a)           Each
of the Master Servicer and the Special Servicer, as applicable, shall make efforts consistent with the Servicing Standard and the
terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans
and any Serviced Companion Loan it is obligated to service hereunder and shall follow such collection procedures as are consistent
with the Servicing Standard. Consistent with the foregoing, the Master Servicer or the Special Servicer may grant case-by-case
waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Companion Loan.


 


(b)           At
least ninety (90) days prior to the maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the Master Servicer
shall send a notice to the related Borrower of


 



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such maturity date (with a copy to be sent to the Special Servicer) and shall request
confirmation that the Balloon Payment will be paid by such maturity date.


 


(c)           With
respect to each Adjustable Rate Mortgage Loan and each Hybrid ARM Mortgage Loan, in connection with each Rate Reset Date, the Master
Servicer, on behalf of the Trust will (i) elect to increase the Mortgage Rate of such Mortgage Loan (as permitted under the terms
of the Mortgage Loan Documents) after giving effect to such election, (ii) make the interest rate adjustments and monthly payment
adjustments with respect to such Mortgage Loan in compliance with the requirements of the related Mortgage and Mortgage Note and
applicable regulations, (iii) execute and deliver to the related Borrower each notice required by each Mortgage and Mortgage Note
and applicable regulations regarding interest rate adjustments and monthly payment adjustments and (iv) provide timely notification
to the Certificate Administrator of all applicable data and information regarding such interest rate adjustments and monthly payment
adjustments and the Master Servicer’s methods of implementing such interest rate adjustments and monthly payment adjustments.
Upon the discovery by the Master Servicer, the Special Servicer or the Certificate Administrator that the Master Servicer has failed
to adjust or has incorrectly adjusted a Mortgage Rate or a Monthly Payment pursuant to the terms of the Mortgage Loan Documents
for an Adjustable Rate Mortgage Loan or Hybrid ARM Mortgage Loan, the Master Servicer shall immediately deposit in the Certificate
Account from its own funds the amount of any interest loss caused thereby without reimbursement therefor; provided, however,
that if the Master Servicer did not charge the Borrower the interest rate set forth in the Mortgage Loan documents, the Master
Servicer shall be entitled to seek such reimbursement from the related Borrower to the extent not prohibited by applicable law
and the related Loan Documents. The Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss,
liability, cost or expense imposed on the Master Servicer with respect to any interest rate adjustments and monthly payment adjustments
made by any servicer prior to the Master Servicer.


 


(d)           With
respect to each Non-Serviced Mortgage Loan, if the Master Servicer does not receive from a Non-Serviced Master Servicer any Monthly
Payment or other amounts known by the Master Servicer to be owing on a Non-Serviced Mortgage Loan in accordance with the terms
of the related Non-Serviced Pooling and Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall
provide notice of such failure to the related Non-Serviced Master Servicer and the related Non-Serviced Trustee.


 


SECTION 3.03.          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.


 


(a)           The
Master Servicer shall establish and maintain one or more segregated accounts (“Servicing Accounts”), in which
all Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Companion Loan, shall be deposited and
retained, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature
of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals
from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage
Loan or Serviced Companion Loan (together with interest earned thereon), only as follows: (i) to effect the payment of real estate
taxes, assessments, insurance premiums (including, premiums on any Environmental Insurance Policy), ground rents (if applicable)
and comparable items in respect of the related Mortgaged Property; (ii) to reimburse the Master Servicer, the Special Servicer
or the Trustee, as


 



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applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced
Companion Loan to cover any of the items described in the immediately preceding clause (i); (iii) to refund to the related
Borrower any sums as may be determined to be overages; (iv) to pay interest or other income, if required and as described below,
to the related Borrower on balances in the related Servicing Account (or, if and to the extent not payable to the related Borrower
to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for
each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required to be applied to the repair or restoration
of the related Mortgaged Property, (vi) after an event of default, to pay the principal of, accrued interest on and any other amounts
payable with respect to such Mortgage Loan or Serviced Companion Loan; (vii) to withdraw amounts deposited in a Servicing Account
in error; or (viii) to clear and terminate the Servicing Accounts at the termination of this Agreement in accordance with Section
9.01. The Master Servicer shall pay or cause to be paid to the related Borrowers interest and other income, if any, earned
on the investment of funds in Servicing Accounts maintained thereby, if and to the extent required by law or the terms of the related
Mortgage Loan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to
be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary
notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage
Loan or Serviced Companion Loan, and in any event within three (3) Business Days after any such receipt, the Special Servicer shall
remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s).


 


(b)           The
Master Servicer shall as to each related Serviced Mortgage Loan or Serviced Companion Loan (including each Specially Serviced Mortgage
Loan): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof and (ii) 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 effect payment thereof prior to the applicable penalty
or termination date. For purposes of effecting any such payment with respect to any Serviced Mortgage Loan or Serviced Companion
Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Mortgage Loan Documents; provided
that if such Serviced Mortgage Loan or Serviced Companion Loan does not require the related Borrower to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer (or,
if such Mortgage Loan or the related Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, the Special Servicer)
shall, subject to and in accordance with the Servicing Standard, use reasonable efforts to enforce the requirement of the related
Mortgage Loan Documents that the related Borrower make payments in respect of such items at the time they first become due.


 


(c)           In
accordance with the Servicing Standard, but subject to Section 3.11(h), the Master Servicer, with respect to each related
Serviced Mortgage Loan or Serviced Companion Loan (including each such Mortgage Loan or Serviced Companion Loan that is a Specially
Serviced Mortgage Loan) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all
such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar
items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including, premiums on any Environmental Insurance
Policy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow
Payments (if any) collected from the related Borrower are insufficient to pay such item when due, and (y) the related Borrower
has failed to pay such item on a timely basis; provided that, in the case of amounts described in


 



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the preceding clause
(i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates
(in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable
penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such
amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not
later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable
penalty date. All such Advances shall be reimbursable in the first instance from related collections from the Borrowers and further
as provided in Section 3.05(a). No costs incurred by the Master Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of any Mortgaged Property shall, for purposes hereof, including calculating
monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances
of the subject Mortgage Loan or Serviced Companion Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Companion
Loan so permit; provided that this sentence shall not be construed to limit the rights of the Master Servicer or Special
Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Mortgage Loan.


 


(d)           The
Master Servicer shall establish and maintain one or more segregated accounts (“Reserve Accounts”), in which
all Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Companion Loan, shall
be deposited and retained, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that
specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and
to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer
may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced
Mortgage Loans or Serviced Companion Loan (together with interest earned thereon), only as follows: (i) in the case of Reserve
Funds that are intended to cover specific costs and expenses, to pay for, or to reimburse the related Borrower in connection with,
the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or
environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property
for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii)
in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal
and interest on such Mortgage Loan or Serviced Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or
the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Companion
Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance
has become an Unliquidated Advance, to transfer to the related Collection Account an amount equal to the reimbursement that would
otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve
Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds
in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay
interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if
and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment
Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited
in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other
amounts payable with respect to such Mortgage Loan or Serviced Companion Loan; or (viii) to clear and terminate the Reserve Account
at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or
Serviced Companion Loan delivers a Letter of Credit in


 



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lieu of Reserve Funds, then the Master Servicer, subject to Section 3.20,
shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals
from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard, applicable law
and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after
any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within three (3) Business Days of such
receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s).
Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special
Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit
shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable
efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the
terms of the related Mortgage Loan or Serviced Companion Loan.


 


(e)           To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage
Loan Documents for a Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer shall request from the related Borrower
written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is
required to be established or completed. To the extent any other action or remediation with respect to environmental matters is
required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Companion Loan, the Master
Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after
the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed.
To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master
Servicer shall notify the Trustee, the Special Servicer, the Directing Certificateholder, the Majority Controlling Class Certificateholder
and (if affected) the related Serviced Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special
Servicer, the Directing Certificateholder and any affected Serviced Companion Loan Holders if the Master Servicer determines that
the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan has failed to perform its obligations under such Serviced
Mortgage Loan or Serviced Companion Loan in respect of environmental matters.


 


(f)            Subject
to applicable law and the terms of the related Mortgage Loan Documents, funds in the Servicing Accounts and the Reserve Accounts
may be invested only in Permitted Investments in accordance with the provisions of Section 3.06.


 


(g)           With
respect to each Serviced Mortgage Loan or Serviced Companion Loan that requires the related Borrower to establish and maintain
one or more lock-box, cash management or similar accounts, the Master Servicer shall establish and maintain, in accordance with
the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account
is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer shall apply
the funds deposited in such accounts in accordance with terms of the related Mortgage Loan Documents, any lock-box, cash management
or similar agreement and the Servicing Standard.


 



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SECTION 3.04.          Collection
Accounts, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan
Custodial Account, Serviced A/B Loan Combination Custodial Accounts and Loss of Value Reserve Fund.


 


(a)           The
Master Servicer shall segregate and hold all funds collected and received by it in connection with the Mortgage Loans separate
and apart from its own funds and general assets. In connection therewith, the Master Servicer shall establish and maintain one
or more segregated accounts (collectively, a “Collection Account”), in which the funds described below are to
be deposited and held on behalf of the Trustee in trust for the benefit of the Certificateholders. Each account that constitutes
a Collection Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Collection
Account, within two (2) Business Days of receipt by it of properly identified funds (in the case of payments by Borrowers or other
collections on the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made
by or on behalf of the Master Servicer subsequent to the Closing Date with respect to the Mortgage Loans and any REO Properties
(other than payments and collections required to be deposited as set forth in Sections 3.04(f), 3.04(g) and 3.04(h)) acquired in
respect thereof (other than in respect of scheduled payments of principal and interest due and payable on such Mortgage Loans on
or before their respective Cut-off Dates (or, in the case of a Replacement Mortgage Loan, on or before the related date of substitution),
which payments shall be delivered promptly to the Mortgage Loan Seller or its designee, with negotiable instruments endorsed as
necessary and appropriate without recourse):


 


(i)            all
payments (from whatever source) on account of principal of such Mortgage Loans, including Principal Prepayments;


 


(ii)           all
payments (from whatever source) on account of interest on such Mortgage Loans, including Default Interest;


 


(iii)          all
Prepayment Premiums, Yield Maintenance Charges and/or late payment charges received with respect to such Mortgage Loans;


 


(iv)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loans and/or, insofar
as such payments and/or proceeds represent amounts allocable to reimburse Servicing Advances or pay Liquidation Expenses and/or
other servicing expenses in respect of the entire Serviced Loan Combination of which any such Mortgage Loan is part;


 


(v)           any
amounts relating to such Serviced Mortgage Loans and/or Administered REO Properties 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
or master force placed hazard insurance policy;


 


(vi)          any
amounts relating to REO Properties required to be transferred from any REO Account pursuant to Section 3.16(c);


 


(vii)         to
the extent not otherwise included in another clause of this Section 3.04(a), any payments collected in respect of Unliquidated
Advances on such Mortgage Loans or in respect of amounts previously determined to constitute Nonrecoverable Advances;


 






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(viii)        insofar
as they do not constitute Escrow Payments or Reserve Funds, any amounts relating to such Mortgage Loans paid by a Borrower specifically
to cover items for which a Servicing Advance has been made or that represent a recovery of property protection expenses from a
Borrower;


 


(ix)           any
Loss of Value Payments, as set forth in Section 3.05(h) of this Agreement;


 


(x)            [Reserved];


 


(xi)           any
amounts transferred from a Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.05(g)(i); and


 


(xii)          any
amounts transferred from a Serviced A/B Loan Combination Custodial Account pursuant to Section 3.05(h)(i).


 


Furthermore, the Master
Servicer shall deposit in the Collection Account any amounts required to be deposited by the Master Servicer pursuant to Section
3.06, as and when required by such section, in connection with losses incurred with respect to Permitted Investments of funds
held in the Collection Account.


 


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 the Collection Account in accordance with the terms of Section 3.05 and shall be entitled to
instead pay such amount directly to the Person(s) entitled thereto.


 


The foregoing requirements
for deposit in a Collection Account shall be exclusive. Without limiting the generality of the foregoing, actual payments from
Borrowers in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption Application Fees, earn-out fees, extension
fees, Modification Fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient
funds and other fees and amounts collected from Borrowers that constitute Additional Master Servicing Compensation and/or Additional
Special Servicing Compensation, need not be deposited by the Master Servicer in the Collection Account. The Master Servicer shall
promptly, and in any event within two (2) Business Days, deliver to the Special Servicer any of the foregoing items received by
it with respect to any Mortgage Loan, if and to the extent that such items constitute Additional Special Servicing Compensation
payable to the Special Servicer. 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.


 


Upon receipt of any of
the amounts described in clauses (i) through (iv) and (vii) through (viii) of the first paragraph of this
Section 3.04(a) with respect to any Serviced Mortgage Loan, the Special Servicer shall promptly, but in no event later than
three (3) Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Collection Account, unless
the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because
of a restrictive endorsement. With respect to any such amounts paid by check to the order of the Special Servicer, the Special
Servicer shall endorse such check to the order of the Master Servicer (in its capacity as such), without recourse, representation
or warranty, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a


 



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restrictive endorsement. Any such amounts received by the Special Servicer with respect to
an Administered REO Property shall be deposited by the Special Servicer into the related REO Account and remitted to the Master
Servicer for deposit into the Collection Account pursuant to Section 3.16(c).


 


(b)           The
Certificate Administrator shall establish and maintain one or more segregated accounts (collectively, the “Distribution
Account”), to be held on behalf and in the name of the Trustee in trust for the benefit of the Certificateholders. Each
account that constitutes the Distribution Account shall be an Eligible Account. The Certificate Administrator shall, as a bookkeeping
matter, establish and maintain one sub-account of the Distribution Account (such sub-account, the “REMIC Sub-Account”),
which shall be deemed to be held in trust for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates.
Not later than 1:00 p.m. (New York City time) on the Master Servicer Remittance Date, the Master Servicer shall deliver to the
Certificate Administrator, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to
the Master Servicer Remittance Amount for the Master Servicer Remittance Date. In addition, the Master Servicer shall, as and when
required hereunder, deliver to the Certificate Administrator for deposit in the Distribution Account any P&I Advances and Compensating
Interest Payments required to be made by the Master Servicer hereunder. Furthermore, any amounts paid by any party hereto to indemnify
the Trust Fund pursuant to any provision hereof shall be delivered to the Certificate Administrator for deposit in the Distribution
Account. The Certificate Administrator shall, upon receipt, deposit in the Distribution Account any and all amounts received or,
pursuant to Section 4.03, advanced by the Trustee that are required by the terms of this Agreement to be deposited therein.
As and when required pursuant to Section 3.05(c), the Certificate Administrator shall transfer Interest Reserve Amounts
in respect of the Interest Reserve Loans from the Interest Reserve Account to the Distribution Account. Furthermore, as and when
required pursuant to Section 3.05(d), the Certificate Administrator shall transfer monies from the Excess Liquidation Proceeds
Account to the Distribution Account. For so long as Wells Fargo Bank, National Association is the Certificate Administrator, funds
held in the Distribution Account shall remain uninvested. If the Certificate Administrator shall deposit in the Distribution Account
any amount not required to be deposited therein, it may at any time withdraw such amount from the Distribution Account, any provision
herein to the contrary notwithstanding. In addition, all amounts deposited into the Distribution Account shall be deemed to have
been deposited into the REMIC Sub-Account.


 


(c)           The
Certificate Administrator shall establish and maintain one or more accounts (collectively, the “Interest Reserve Account”)
to be held on behalf and in the name of the Trustee in trust for the benefit of the Certificateholders. Each account that constitutes
the Interest Reserve Account shall be an Eligible Account or a sub-account of the Distribution Account. On the Distribution Date
in January (except during a leap year) and February of each calendar year, commencing in 2018, prior to any distributions being
made with respect to the Certificates on such Distribution Date, the Certificate Administrator shall, with respect to each Interest
Reserve Loan, withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the Interest
Reserve Amount, if any, in respect of such Interest Reserve Loan for such Distribution Date; provided that no such transfer
of monies from the Distribution Account to the Interest Reserve Account shall be made on the Final Distribution Date. For so long
as Wells Fargo Bank, National Association is the Certificate Administrator, funds held in the Interest Reserve Account shall remain
uninvested.


 


Notwithstanding that
the Interest Reserve Account may be a sub-account of the Distribution Account for reasons of administrative convenience, the Interest
Reserve Account and the Distribution Account shall, for all purposes of this Agreement (including the obligations and


 



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responsibilities
of the Certificate Administrator hereunder), be considered to be and shall be required to be treated as, separate and distinct
accounts.


 


(d)           If
any Excess Liquidation Proceeds are received, the Certificate Administrator shall establish and maintain one or more accounts (collectively,
the “Excess Liquidation Proceeds Account”) to be held on behalf and in the name of the Trustee in trust for
the benefit of the Certificateholders. Each account that constitutes the Excess Liquidation Proceeds Account shall be an Eligible
Account (or a separately identified sub-account of the Distribution Account, provided that for all purposes of this Agreement
(including the obligations of the Certificate Administrator hereunder) such account shall be considered to be and shall be required
to be treated as separate and distinct from the Distribution Account). On the Master Servicer Remittance Date, the Master Servicer
shall withdraw from the Collection Account and remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds
Account all Excess Liquidation Proceeds received by it during the Collection Period ending on the Determination Date immediately
prior to the Master Servicer Remittance Date. For so long as Wells Fargo Bank, National Association is the Certificate Administrator,
funds held in the Excess Liquidation Proceeds Account shall remain uninvested. For the avoidance of doubt, each of the Collection
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, any Reserve Account, any Servicing
Account, and the portion of the Distribution Account which is the REMIC Sub-Account in respect of REMIC I (including interest,
if any, earned on the investment of funds in such accounts) will be owned by REMIC I; the Serviced Pari Passu Companion Loan Custodial
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Serviced Pari Passu
Companion Loan Holders as described in Section 3.04(f); a Serviced A/B Loan Combination Custodial Account (including interest,
if any, earned on the investment of funds in such account), exclusive of any amounts allocable to the Trust in respect of the related
Serviced Mortgage Loan, will be owned by the related Serviced Subordinate Companion Loan Holder as described in Section 3.04(g);
and the Loss of Value Fund (including interest, if any, earned on the investment of funds in such account) will be owned by the
Mortgage Loan Seller as described in Section 3.04(e), each for federal income tax purposes.


 


(e)           If
any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(h) of this Agreement, the Special Servicer shall establish and maintain one or more
accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust for the benefit of the Certificateholders,
for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve
Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall be accounted for as an outside reserve fund
within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC Pool. 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 damages paid to and distributed by the REMIC Pools on account of a breach of a representation
or warranty by the Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to the Mortgage Loan Seller as distributions by the Trust Fund to the Mortgage Loan Seller as beneficial owner of the Loss
of Value Reserve Fund. The Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(f)            [Reserved]


 






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(g)           The
Master Servicer shall segregate and hold all funds collected and received by it in connection with the Serviced Pari Passu Companion
Loans separate and apart from its own funds and general assets. In connection therewith, if there are one or more Serviced Pari
Passu Loan Combinations related to this Trust, the Master Servicer shall establish and maintain one or more segregated accounts
(the “Serviced Pari Passu Companion Loan Custodial Account”), in which the funds described below are to be deposited
and held on behalf of the related Serviced Pari Passu Companion Loan Holder(s) (and which accounts may be maintained as separately
identified sub-accounts of the Collection Account, provided that for all purposes of this Agreement (including the obligations
of the Master Servicer hereunder) such accounts shall be considered to be and shall be required to be treated as separate and distinct
from the Collection Account, and provided further that no collections in respect of one or more Serviced Pari Passu Companion
Loans relating to a single Serviced Loan Combination and on deposit in the Serviced Pari Passu Companion Loan Custodial Account
shall be applied in respect of, or shall be applied to cover any fees or expenses in respect of, one or more Serviced Pari Passu
Companion Loans relating to another Serviced Loan Combination). The Serviced Pari Passu Companion Loan Custodial Account shall
be an Eligible Account or a sub-account of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the
Serviced Pari Passu Companion Loan Custodial Account, within two (2) Business Days of receipt by it of properly identified funds
or as otherwise required hereunder, the following payments and collections received or made by or on behalf of the Master Servicer
in respect of the Serviced Pari Passu Companion Loans subsequent to the Closing Date:


 


(i)            all
payments (from whatever source) on account of principal of the Serviced Pari Passu Companion Loans, including Principal Prepayments;


 


(ii)           all
payments (from whatever source) on account of interest on the Serviced Pari Passu Companion Loans, including Default Interest;


 


(iii)          all
Prepayment Premiums and Yield Maintenance Charges received in respect of the Serviced Pari Passu Companion Loans;


 


(iv)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of, and allocable as interest (including
Default Interest) on, principal of or Prepayment Premiums or Yield Maintenance Charges with respect to, the Serviced Pari Passu
Companion Loans (or any successor REO Mortgage Loans with respect thereto);


 


(v)           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 Serviced Pari Passu Companion Loan Custodial Account;


 


(vi)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(c) in connection
with losses on the Serviced Pari Passu Companion Loans (or any successor interest in REO Mortgage Loans with respect thereto) resulting
from a deductible clause in a blanket or master force-placed hazard insurance policy;


 


(vii)         any
amounts required to be transferred to the Serviced Pari Passu Companion Loan Custodial Account from the REO Account pursuant to
Section 3.16(c); and


 


(viii)        any
other amounts received and applied on the Serviced Pari Passu Companion Loans pursuant to the related Co-Lender Agreements.


 






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Notwithstanding the foregoing requirements,
the Master Servicer need not deposit into the Serviced Pari Passu Companion Loan Custodial Account any amount that the Master Servicer
would be authorized to withdraw immediately from the Serviced Pari Passu Companion Loan Custodial Account in accordance with the
terms of Section 3.05 and shall be entitled to instead pay such amount directly to the Person(s) entitled thereto.


 


The foregoing requirements
for deposit in the Serviced Pari Passu Companion Loan Custodial Account shall be exclusive. Without limiting the generality of
the foregoing, actual payments from the applicable Borrower in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption
Application Fees, earn-out fees, extension fees, Modification Fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and other fees and amounts collected from the applicable Borrower that constitute Additional
Master Servicing Compensation and/or Additional Special Servicing Compensation, need not be deposited by the Master Servicer in
the Serviced Pari Passu Companion Loan Custodial Account. The Master Servicer shall promptly deliver to the Special Servicer any
of the foregoing items received by it with respect to any Serviced Pari Passu Companion Loan, if and to the extent that such items
constitute Additional Special Servicing Compensation with respect to such Serviced Pari Passu Companion Loan. If the Master Servicer
shall deposit in the Serviced Pari Passu Companion Loan Custodial Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Serviced Pari Passu Companion Loan Custodial Account, any provision herein to the contrary
notwithstanding.


 


Upon receipt of any of
the amounts described in clauses (i) through (iv) of the first paragraph of this Section 3.04(f), the Special
Servicer shall promptly, but in no event later than two (2) Business Days after receipt, remit such amounts to the Master Servicer
for deposit into the Serviced Pari Passu Companion Loan Custodial Account, unless the Special Servicer determines, consistent with
the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or because of another
appropriate reason that is consistent with the Servicing Standard. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer (in its capacity as
such), without recourse, representation or warranty, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or because of another appropriate
reason that is consistent with the Servicing Standard. Any such amounts received by the Special Servicer with respect to an Administered
REO Property relating to a Serviced Pari Passu Loan Combination shall be deposited by the Special Servicer into the REO Account
and, insofar as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance Charges with
respect to any Serviced Pari Passu Companion Loan or any successor REO Mortgage Loans with respect thereto, shall be remitted to
the Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.16(c)
(subject to the terms of the related Co-Lender Agreement). Any remittances by the Special Servicer under this paragraph may be
made as part of an aggregate remittance under this paragraph and/or the final paragraph of Section 3.04(a).


 


(h)           The
Master Servicer shall segregate and hold all funds collected and received by it in connection with each Serviced A/B Loan Combination
separate and apart from its own funds and general assets. In connection therewith, if there are one or more Serviced A/B Loan Combinations
related to this Trust, the Master Servicer shall establish and maintain one or more segregated accounts (each, a “Serviced
A/B Loan Combination Custodial Account”), in which the funds described below are to be deposited and held on behalf of
the Trust and the related Serviced Subordinate Companion Loan Holder (and which accounts may be maintained as separately identified
sub-accounts of the Collection Account,


 



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provided that for all purposes of this Agreement (including the obligations of the
Master Servicer hereunder) such accounts shall be considered to be and shall be required to be treated as separate and distinct
from the Collection Account). Any Serviced A/B Loan Combination Custodial Account shall be an Eligible Account or a sub-account
of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in any Serviced A/B Loan Combination Custodial
Account, within two (2) Business Days of receipt by it of properly identified funds or as otherwise required hereunder, the following
payments and collections received or made by or on behalf of the Master Servicer in respect of the related Serviced A/B Loan Combination
subsequent to the Closing Date:


 


(i)            all
payments (from whatever source) on account of principal of such Serviced A/B Loan Combination, including Principal Prepayments;


 


(ii)           all
payments (from whatever source) on account of interest on such Serviced A/B Loan Combination, including Default Interest;


 


(iii)          all
Prepayment Premiums and Yield Maintenance Charges received in respect of such Serviced A/B Loan Combination;


 


(iv)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of, and allocable as interest (including
Default Interest) on, principal of or Prepayment Premiums or Yield Maintenance Charges with respect to, such Serviced A/B Loan
Combination (or any successor REO Mortgage Loan(s) with respect thereto);


 


(v)           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 such Serviced A/B Loan Combination Custodial Account;


 


(vi)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(c) in connection
with losses on any Serviced A/B Loan Combination (or any successor interest in a REO Mortgage Loan with respect thereto) resulting
from a deductible clause in a blanket or master force-placed hazard insurance policy;


 


(vii)         any
amounts required to be transferred to the Serviced A/B Loan Combination Custodial Account from the REO Account pursuant to Section
3.16(c); and


 


(viii)        any
other amounts received and applied on any Serviced A/B Loan Combination pursuant to the related Co-Lender Agreement.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into any Serviced A/B Loan Combination Custodial Account any amount that the
Master Servicer would be authorized to withdraw immediately from such Serviced A/B Loan Combination Custodial Account in accordance
with the terms of Section 3.05 and shall be entitled to instead pay such amount directly to the Person(s) entitled thereto.


 


The foregoing requirements
for deposit in a Serviced A/B Loan Combination Custodial Account shall be exclusive. Without limiting the generality of the foregoing,
actual payments from the applicable Borrower in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption Application
Fees, earn-out fees, extension fees, Modification Fees, charges for beneficiary statements or


 



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demands, amounts collected for checks
returned for insufficient funds and other fees and amounts collected from the applicable Borrower that constitute Additional Master
Servicing Compensation and/or Additional Special Servicing Compensation, need not be deposited by the Master Servicer in a Serviced
A/B Loan Combination Custodial Account. The Master Servicer shall promptly deliver to the Special Servicer any of the foregoing
items received by it with respect to any Serviced A/B Loan Combination, if and to the extent that such items constitute Additional
Special Servicing Compensation with respect to such Serviced A/B Loan Combination. If the Master Servicer shall deposit in any
Serviced A/B Loan Combination Custodial Account any amount not required to be deposited therein, it may at any time withdraw such
amount from such Serviced A/B Loan Combination Custodial Account, any provision herein to the contrary notwithstanding.


 


Upon receipt of any of
the amounts described in clauses (i) through (iv) of the first paragraph of this Section 3.04(h), the Special
Servicer shall promptly, but in no event later than two (2) Business Days after receipt, remit such amounts to the Master Servicer
for deposit into the applicable Serviced A/B Loan Combination Custodial Account, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or because of
another appropriate reason that is consistent with the Servicing Standard. With respect to any such amounts paid by check to the
order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer (in its capacity
as such), without recourse, representation or warranty, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or because of another appropriate
reason that is consistent with the Servicing Standard. Any such amounts received by the Special Servicer with respect to an Administered
REO Property relating to a Serviced A/B Loan Combination shall be deposited by the Special Servicer into the REO Account and, insofar
as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance Charges with respect to
any Serviced A/B Loan Combination or any successor REO Mortgage Loans with respect thereto, shall be remitted to the Master Servicer
for deposit into the applicable Serviced A/B Loan Combination Custodial Account pursuant to Section 3.16(c) (subject to
the terms of the related Co-Lender Agreement). Any remittances by the Special Servicer under this paragraph may be made as part
of an aggregate remittance under this paragraph and/or the final paragraph of Section 3.04(a).


 


(i)            To
the extent of any Serviced Companion Loan Holder’s interest therein, the Serviced Pari Passu Companion Loan Custodial Account
and each Serviced A/B Loan Combination Custodial Account shall be treated as an “outside reserve fund” within the meaning
of the REMIC Provisions, beneficially owned by the related Serviced Companion Loan Holders who shall be liable for any tax on its
share of any reinvestment income thereon, and who shall be deemed to receive any related reimbursements from the Trust Fund.


 


(j)            Funds
in the Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the
Serviced Pari Passu Companion Loan Custodial Account and each Serviced A/B Loan Combination Custodial Account may be invested in
Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other
parties hereto of the location of the Collection Account as of the Closing Date and of the new location of the Collection Account
prior to any change thereof.


 






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(k)           For
the avoidance of doubt, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account (including
in each case interest, if any, earned on the investment of funds in such account) shall be owned by REMIC III for federal income
tax purposes.


 


(l)            Notwithstanding
anything to the contrary contained herein, with respect to each Due Date and any Serviced Companion Loan, within one Business Day
after the related Determination Date (or, following the securitization of a Serviced Pari Passu Companion Loan, at such earlier
time as the Mortgage Loan Seller or the related Other Master Servicer notifies the Master Servicer in writing is necessary for
such remittance to occur on the Business Day following the “determination date” under the Other Pooling and Servicing
Agreement for the Other Securitization that includes such Serviced Pari Passu Companion Loan; provided, however,
that in no event may any such “determination date” occur prior to (and any such otherwise earlier “determination
date” shall, for purposes of this Section 3.04(j) and Section 4.02(n), be deemed to occur on) the 6th
day of each month or, if such 6th day is not a Business Day, the next succeeding Business Day (such earlier date, if
any, a “Serviced Pari Passu Companion Loan Early Remittance Date”)), the Master Servicer shall remit, from amounts
on deposit in the Serviced Pari Passu Companion Loan Custodial Account or the applicable Serviced A/B Loan Combination Custodial
Account, as applicable, to the related Serviced Companion Loan Holder by wire transfer in immediately available funds to the account
of such Serviced Companion Loan Holder or an agent therefor appearing on any Serviced Companion Loan Holder Register on the related
date such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided
at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail to
the address of any Serviced Companion Loan Holder or its agent appearing on any Serviced Companion Loan Holder Register) the portion
of any Serviced Loan Combination Remittance Amount allocable to such Serviced Companion Loan Holder.


 


SECTION 3.05.          Permitted
Withdrawals From the Collection Accounts, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Account, the Serviced Pari Passu Companion Loan Custodial Account and the Serviced A/B Loan Combination Custodial Account.


 


(a)           Subsection
(I). The Master Servicer may, from time to time, make withdrawals from the Collection Account for any of the following purposes
(the order set forth below not constituting an order of priority for such withdrawals):


 


(i)            to
remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the
Master Servicer Remittance Date and (B) any amounts that may be applied by the Master Servicer to make P&I Advances pursuant
to Section 4.03(a);


 


(ii)           to
reimburse the Trustee or itself, as applicable, in that order, for unreimbursed P&I Advances made by such Person (in each case,
with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, the Master Servicer’s
and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect
to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below)
being limited to (subject to the operation of Subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in
the Collection Account that represent Late Collections of interest and principal received by the Trust in respect of the


 



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particular
Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Servicing Fees);


 


(iii)          to
pay itself earned and unpaid Servicing Fees with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect
thereof, the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan
or REO Mortgage Loan being limited to amounts on deposit in the Collection Account that are received and allocable as interest
on such Mortgage Loan or REO Mortgage Loan, as the case may be;


 


(iv)          to
pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and
Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO
Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect
of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections
on the Mortgage Loans on deposit in the Collection Account, any unpaid Servicing Fees in respect of such Mortgage Loan and/or successor
REO Mortgage Loan and any unpaid Pari Passu Primary Servicing Fees in respect of any related Serviced Companion Loan or successor
REO Mortgage Loan;


 


(v)           to
reimburse the Trustee, the Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made
thereby (in each case, with its own funds), the Master Servicer’s, the Special Servicer’s and the Trustee’s,
as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance
(other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject
to the operation of Subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in the Collection Account that
represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance
was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received
by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;


 


(vi)          to
reimburse the Trustee, the Special Servicer or itself, as applicable, in that order, out of such general collections (subject to
the operation of Subsection (II)(iv) of this Section 3.05(a) below) on the Mortgage Loans and any REO Properties
as are then on deposit in the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any
of the Mortgage Loans and/or related REO Properties;


 


(vii)         to
pay the Trustee, the Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances
made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit
in the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to
which the subject Advance was made;


 


(viii)        to
the extent that the Master Servicer has reimbursed or is reimbursing the Trustee, the Special Servicer or itself, as applicable,
for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above,
pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Subsection (II) of this Section 3.05(a)),
and


 



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insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit
in the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above,
to pay the Trustee, the Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the
Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any,
from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the
operation of Subsection (II) of this Section 3.05(a) below) on the Mortgage Loans and any REO Properties as are then
on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed
or being reimbursed;


 


(ix)           to
pay (A) any outstanding expenses that were incurred by the Special Servicer in connection with its inspecting, pursuant to Section
3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other
outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance
Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation
Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payment
to be made, first, out of amounts on deposit in the Collection Account that represent Insurance Proceeds, Condemnation Proceeds
or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case
may be, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on deposit in
the Collection Account;


 


(x)           to
pay itself any items of Additional Master Servicing Compensation, and to pay the Special Servicer any items of Additional Special
Servicing Compensation, in each case on deposit in the Collection Account from time to time;


 


(xi)          to
pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such
payments to be made, first, out of amounts on deposit in the Collection Account that represent Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property,
as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on
deposit in the Collection Account;


 


(xii)          to
pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related
REO Properties as are then on deposit in the Collection Account, servicing expenses related to the Mortgage Loans and related REO
Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;


 


(xiii)         to
pay, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds
and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO
Properties as are then on deposit in the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c)
with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are
to be covered by, and reimbursable as, a Servicing Advance);


 






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(xiv)        to
pay itself, the Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, or any of their
respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit
in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any,
and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on deposit in the Collection
Account, any amounts payable to any such Person pursuant to Section 3.02, Section 6.03, Section 7.01(b), Section
8.05(b) or Section 8.13;


 


(xv)         to
pay, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds
and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties
as are then on deposit in the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees
of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing
advice to the Special Servicer with respect to any REO Property, and (B) to the extent not otherwise advanced by the Master Servicer,
any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the Master Servicer
or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination
made with respect to any Defaulted Mortgage Loan or REO Property;


 


(xvi)        to
pay itself, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case may be, any amount related
to the Mortgage Loans and/or related REO Properties, that is specifically required to be paid to such Person at the expense of
the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section
3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set
forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from
which any such payment or reimbursement is permitted to be made;


 


(xvii)       to
pay itself, the Special Servicer, the Mortgage Loan Seller, a Controlling Class Certificateholder, any Serviced Companion Loan
Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) that was previously
purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts
received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;


 


(xviii)      to
pay to the Mortgage Loan Seller, any amounts on deposit in the Collection Account that represent Monthly Payments due on the respective
Mortgage Loans on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such
Replacement Mortgage Loan was added to the Trust Fund;


 


(xix)         in
connection with a Non-Serviced Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties
as are then on deposit in the Collection Account, to the related Non-Serviced Master Servicer, the related Non-Serviced Special
Servicer, the related Non-Serviced Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any
amount reimbursable to such party by the holder of such Non-Serviced Mortgage Loan pursuant to the terms of the related Co-Lender
Agreement(s);


 






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(xx)          to
pay to CREFC® (solely to the extent of funds available in the Collection Account following the withdrawal of the
amounts described in clauses (ii) through (xviii) above), the CREFC® License Fee;


 


(xxi)         to
transfer any Excess Liquidation Proceeds on deposit in the Collection Account to the Excess Liquidation Proceeds Account in accordance
with Section 3.04(d);


 


(xxii)        to
withdraw any amount and pay to the Person entitled thereto any amount deposited in the Collection Account in error;


 


(xxiii)       to
pay to the Special Servicer, upon request, the amount of the Frontier Litigation Costs in excess of the Limited Purpose Anticipated
Expense Cap Amount; and


 


(xxiv)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01.


 


provided, however, that if
and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from a Collection Account
pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause
(xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses),
relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination
on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance,
in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the relevant Collection
Account), the Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any related Serviced
Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Co-Lender Agreement and based
on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan(s)),
if applicable, or from the applicable Serviced A/B Loan Combination Custodial Account (withdrawals from such Serviced A/B Loan
Combination Custodial Account shall be made prior to any withdrawals from the Collection Account and in all circumstances shall
be in accordance with the related Co-Lender Agreement) prior to payment from funds in the Collection Account that are unrelated
to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the
Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement
for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating
to a Serviced Loan Combination, any related Serviced Companion Loan Holder is required under the related Co-Lender Agreement to,
promptly following notice from the Master Servicer, reimburse the Trust Fund for its allocable share of such Nonrecoverable Servicing
Advance or Advance Interest to the extent set forth in the related Co-Lender Agreement.


 


If amounts on deposit
in the Collection Account at any particular time (after withdrawing any portion of such amounts deposited in the Collection Account
in error) are insufficient to satisfy all payments, reimbursements and remittances to be made therefrom as set forth in clauses
(ii) through (xx) of the first paragraph of this Section 3.05(a)(I), then the corresponding withdrawals from
the Collection Account shall be made in the following priority and subject to the following rules: (x) if the payment, reimbursement
or remittance is to be made from a specific source of funds, then such payment, reimbursement or remittance shall be made from
that specific source of funds on a pro rata basis with any


 



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and all other payments, reimbursements and remittances to be
made from such specific source of funds; and (y) if the payment, reimbursement or remittance can be made from any funds on deposit
in the Collection Account, then (following any withdrawals made from the Collection Account in accordance with the immediately
preceding clause (x) of this sentence) such payment, reimbursement or remittance shall be made from the general funds remaining
on deposit in the Collection Account on a pro rata basis with any and all other payments, reimbursements or remittances
to be made from such general funds; provided, however, that any reimbursements of Advances in respect of any particular
Mortgage Loan or REO Property out of a Collection Account pursuant to any of clauses (ii), (v) and (vi) of the first
paragraph of this Section 3.05(a)(I), and any payments of interest thereon out of a Collection Account pursuant to either
of clauses (vii) and (viii) of the first paragraph of this Section 3.05(a)(I), shall be made (to the extent
of their respective entitlements to such reimbursements and/or payments): first, to the Trustee; and second, pro
rata, to the Master Servicer and the Special Servicer.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate, in connection
with any withdrawal from the Collection Account pursuant to any of clauses (ii) through (xx) of the first paragraph
of this Section 3.05(a)(I).


 


The Master Servicer shall
pay to the Special Servicer, and, subject to Section 3.01(h)(i), the Non-Serviced Master Servicer, the Non-Serviced Special
Servicer, the Non-Serviced Certificate Administrator or the Non-Serviced Trustee, as applicable, from the Collection Account on
the Master Servicer Remittance Date amounts permitted to be paid to the Special Servicer, the Non-Serviced Master Servicer, the
Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator or the Non-Serviced Trustee, as applicable, therefrom
based upon an Officer’s Certificate received from the Special Servicer, the Non-Serviced Master Servicer, the Non-Serviced
Special Servicer, the Non-Serviced Certificate Administrator or the Non-Serviced Trustee, as applicable, on the first Business
Day following the immediately preceding Determination Date, describing the item and amount to which the Special Servicer, the Non-Serviced
Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator or the Non-Serviced Trustee, as
applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage
Loan and REO Property as to which it is the Special Servicer on a loan-by-loan and property-by-property basis, for the purpose
of justifying any request thereby for withdrawal from a Collection Account.


 


Subsection (II).
The provisions of this Subsection (II) of this Section 3.05(a) shall apply notwithstanding any contrary provision
of Subsection (I) of this Section 3.05(a):


 


(i)          Identification
of Workout-Delayed Reimbursement Amounts: If any Advance made with respect to any Mortgage Loan on or before the date on
which such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then
constitute) a Corrected Mortgage Loan, together with (to the extent theretofore accrued and unpaid) Advance Interest thereon,
is not pursuant to the operation of the provisions of Section 3.05(a)(I) reimbursed to the Person who made such
Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, but for the making
of three monthly payments under its modified terms, would constitute a Corrected Mortgage Loan), such Advance, together with
such Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such
amount has not been determined to constitute a


 



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 Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement Amount” shall be construed always
to mean the related Advance and (to the extent theretofore accrued and unpaid) any Advance Interest thereon, together with (to
the extent it remains unpaid) any further Advance Interest that accrues on the unreimbursed portion of such Advance from time to
time in accordance with the other provisions of this Agreement. 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 that such amount instead constitutes
a Nonrecoverable Advance.


 


(ii)         General
Relationship of Provisions. Subsection (iii) below (subject to the terms, conditions and limitations thereof) sets forth
the terms of and conditions to the right of a Person to be reimbursed for any Workout-Delayed Reimbursement Amount to the extent
that such Person is not otherwise entitled to reimbursement and payment of such Workout-Delayed Reimbursement Amount pursuant to
the operation of Section 3.05(a)(I) above (construed without regard to the reference therein to this Subsection except that
it is nonetheless hereby acknowledged that, for purposes of “Late Collections” in Subsection 3.05(a)(I), funds
received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though
such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the terms
of the Mortgage Loan as modified). Subsection (iv) below (subject to the terms, conditions and limitations thereof) authorizes
or permits the Master Servicer, under certain circumstances, to abstain from reimbursing itself (or, if applicable, the Trustee
to abstain from obtaining reimbursement) for Nonrecoverable Advances at its sole option. Upon any determination that all or any
portion of a Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance, then the reimbursement or payment of such
amount (and any further Advance Interest that may accrue thereon) shall cease to be subject to the operation of Subsection (iii)
below, such amount (and further Advance Interest) shall be as fully payable and reimbursable to the relevant Person as would any
other Nonrecoverable Advance (and Advance Interest thereon) and, as a Nonrecoverable Advance, such amount may become the subject
of the Master Servicer’s (or, if applicable, the Trustee’s) exercise of its sole option authorized by Subsection
(iv) below.


 


(iii)        Reimbursements
of Workout-Delayed Reimbursement Amounts: The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be
entitled to reimbursement and payment (and, notwithstanding any contrary provision of Subsection (I) above, shall be entitled
to withdraw and pay to itself the amount of such reimbursement and payment) for all Workout-Delayed Reimbursement Amounts in each
Collection Period (and it is again hereby acknowledged that, for purposes of “Late Collections” in Subsection 3.05(a)(I),
funds received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though
such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the terms
of the Mortgage Loan as modified); provided, however, that the aggregate amount (for all such Persons collectively)
of such reimbursements and payments from amounts advanced or collected on the Mortgage Pool in such Collection Period shall not
exceed (and the reimbursement and payment shall be made from) the aggregate principal portions of P&I Advances and principal
collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of
the definition of “Unadjusted Principal Distribution Amount”, net of the aggregate deduction amounts for Nonrecoverable
Advances (and accrued and unpaid Advance Interest thereon) that were reimbursed or paid during the related Collection Period from
principal collections on the


 



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Mortgage Pool, as described by clause (II)(B) of the definition of “Principal Distribution
Amount” and pursuant to Subsection (iv) of this Section 3.05(a)(II). As and to the extent provided in clause
(II)(A) of the definition thereof, the Principal Distribution Amount for the Distribution Date related to such Collection Period
shall be reduced to the extent that such payment or reimbursement of a Workout-Delayed Reimbursement Amount is made from aggregate
principal collections pursuant to the preceding sentence.


 


Any collections
(as applied under Section 1.03) received on or in respect of the Mortgage Loans during a Collection Period that, in each
case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed during the Collection
Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount, shall be added to and constitute a part
of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(B) of the definition of “Principal
Distribution Amount”) to the extent of all Workout-Delayed Reimbursement Amounts on or in respect of such respective Mortgage
Loan that were reimbursed from collections of principal on the Mortgage Pool in all prior Collection Periods pursuant to the preceding
paragraph.


 


The Certificate
Administrator shall be entitled to rely conclusively upon any direction or notice received from the Master Servicer in connection
with any determination made by the Master Servicer pursuant to the foregoing provisions of this Section 3.05(a)(II)(iii)
and shall not be obligated to independently verify, monitor or oversee any such determination.


 


(iv)        Sole
Option to Abstain from Reimbursements of Certain Nonrecoverable Advances. To the extent that Section 3.05(a)(I) entitles
the Master Servicer, the Special Servicer or the Trustee to reimbursement for any Nonrecoverable Advance (or payment of Advance
Interest thereon from a source other than Default Charges on the related Mortgage Loan) during any Collection Period, then, notwithstanding
any contrary provision of Subsection (I) above, (a) to the extent that one or more such reimbursements and payments of Nonrecoverable
Advances (and such Advance Interest thereon) are made, they shall be made, first, from the aggregate principal portions
of P&I Advances and principal collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses
(i) through (v) of the definition of “Unadjusted Principal Distribution Amount”, and then from other
amounts advanced or collected on the Mortgage Pool for such Collection Period; provided that, if so provided as set forth
below, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide each of Moody’s, Fitch and
KBRA with at least 15 days’ notice before any reimbursement shall be made of a Nonrecoverable Advance (or payment of Advance
Interest thereon from a source other than Default Charges on the related Mortgage Loan) from such other amounts advanced or collected
on the Mortgage Pool for such Collection Period, and (b) if and to the extent that the amount of such a Nonrecoverable Advance
(and Advance Interest thereon), together with all Nonrecoverable Advances (and Advance Interest thereon) theretofore reimbursed
during such Collection Period, would exceed the aggregate principal portions of P&I Advances and principal collections and
recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the definition
of “Unadjusted Principal Distribution Amount”, the Master Servicer and/or the Trustee, as applicable, if it made the
relevant Advance) is hereby authorized (but shall not be construed to have any obligation whatsoever), if it elects at its sole
option and in its sole discretion, to abstain from reimbursing itself or obtaining reimbursement (notwithstanding that it is entitled
to such reimbursement) during that Collection Period for all or a portion of such Nonrecoverable Advance (and Advance Interest
thereon), provided that the


 



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aggregate amount that is the subject of the exercise of such option with respect to all Nonrecoverable
Advances (and Advance Interest thereon) with respect to all Mortgage Loans for any particular Collection Period is less than or
equal to such excess described above in this clause (b). If the Master Servicer (or the Trustee, as applicable) makes such
an election at its sole option to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (and Advance
Interest thereon), then such Nonrecoverable Advance (and Advance Interest thereon) or portion thereof shall continue to be fully
reimbursable in any subsequent Collection Period. In connection with a potential election by the Master Servicer (or the Trustee,
as applicable) to abstain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection
Period for any Distribution Date, the Master Servicer (or the Trustee, as applicable) shall further be authorized to wait for principal
collections to be received before making its determination of whether to abstain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof. The Master Servicer or the Trustee, as applicable, shall give the Rating Agencies at least fifteen
(15) days’ notice (subject to Section 3.28) prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans unless (1) the Master
Servicer or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize
its ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to
the Master Servicer or Trustee, as applicable, 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 (1) above, or (3) the
Master Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided, that, if any of clause (1), clause (2)
or clause (3) above apply, the Master Servicer or Trustee, as applicable, shall give each Rating Agency notice (subject
to Section 3.28) of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account
or Distribution Account, as applicable, allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances.
The Master Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expenses resulting from any
notice provided to the Rating Agencies contemplated by the immediately preceding sentence.


 


Any collections
(as applied under Section 1.03) received on the Mortgage Loans during a Collection Period that, in each case, represents
a recovery of an amount determined in a prior Collection Period to have been a Nonrecoverable Advance shall be added to and constitute
a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(C) of the definition
of “Principal Distribution Amount”) to the extent of all Nonrecoverable Advances on such respective Mortgage Loan that
were reimbursed from collections of principal on the Mortgage Pool in all prior Collection Periods pursuant to the preceding paragraph.


 


None of the
Master Servicer or the Trustee shall have any liability whatsoever for making an election, or refraining from making an election,
that is authorized under this Subsection (II)(iv). 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 Subsection (II)(iv) or to comply with the terms of this Subsection (II)(iv) and the other provisions of
this Agreement that apply once such an election, if any, has been made.


 






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Any election
by the Master Servicer (or the Trustee, as applicable) to abstain from reimbursing itself for any Nonrecoverable Advance (and Advance
Interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the Master Servicer
(or the Trustee, as applicable) any obligation to make such an election (or any entitlement in favor of any Certificateholder or
any other Person to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation
on the right of the Master Servicer (or the Trustee, as applicable) to otherwise be reimbursed for such Nonrecoverable Advance
(and Advance Interest thereon). Any such election by one of the Master Servicer or the Trustee shall not be construed to impose
any duty on any other such party to make such an election (or any entitlement in favor of any Certificateholder or any other Person
to such an election). Any such election by any such party to abstain 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 Advance
Interest on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. 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 Loan Holders for any such election that such party makes to defer or not to defer reimbursement
as contemplated by this Subsection 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. The foregoing
statements in this paragraph shall not limit the generality of the statements made in the immediately preceding paragraph.


 


The Certificate
Administrator shall be entitled to rely conclusively upon any direction or notice received from the Master Servicer in connection
with any determination made by the Master Servicer pursuant to the foregoing provisions of this Section 3.05(a)(II)(iv)
and shall not be obligated to independently verify, monitor or oversee any such determination.


 


(v)         Deferral
is Not Subordination. No determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to
defer the reimbursement of Advances and/or Advance Interest under Subsection (iv) 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.


 


(b)           The
Certificate Administrator shall, from time to time, make withdrawals from the Distribution Account for each of the following purposes
(the order set forth below not constituting an order of priority for such withdrawals):


 


(i)            to
make distributions to the Holders of the Regular Certificates on each Distribution Date pursuant to Section 4.01;


 


(ii)           to
transfer Interest Reserve Amounts in respect of the Interest Reserve Loans to the Interest Reserve Account as and when required
by Section 3.04(c);


 


(iii)          to
pay itself, the Tax Administrator, the Master Servicer, the Special Servicer, the Depositor, the Trustee or any of their respective
directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant
to Section 6.03, Section 7.01(b) or Section 8.05(b), as applicable, if and to the extent such amounts are
not payable out of a Collection Account pursuant to Section 3.05;


 






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(iv)          to
pay any and all federal, state and local taxes imposed on any REMIC Pool or on the assets or transactions of any REMIC Pool, together
with all incidental costs and expenses, and any and all expenses relating to tax audits, if and to the extent that either (A) none
of the parties hereto are liable therefor pursuant to Section 10.01(b) and/or Section 10.01(f) or (B) any such Person
that may be so liable has failed to timely make the required payment;


 


(v)           to
pay for the cost of the Opinions of Counsel as contemplated by Section 11.01(a) or Section 11.01(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;


 


(vi)          to
pay for the cost of recording this Agreement pursuant to Section 11.02(a);


 


(vii)         to
pay to any party hereto any amounts deposited or remitted by such Person for deposit into the Distribution Account in error; and


 


(viii)        to
clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)           On
the Master Servicer Remittance Date in March of each year (commencing in March 2018), and in any event on the Master Servicer Remittance
Date that occurs in the same calendar month as the Final Distribution Date, the Certificate Administrator shall withdraw from the
Interest Reserve Account and deposit in the Distribution Account all Interest Reserve Amounts in respect of the Interest Reserve
Loans then on deposit in the Interest Reserve Account. In addition, the Certificate Administrator shall, from time to time, make
withdrawals from the Interest Reserve Account to pay itself interest or other income earned on deposits in the Interest Reserve
Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to the Interest Reserve Account for each Collection Period).


 


(d)           On
the Business Day prior to each Distribution Date, the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds
Account and deposit in the Distribution Account, for distribution on such Distribution Date, an amount equal to the lesser of (i)
the entire amount of Excess Liquidation Proceeds, if any, then on deposit in the Excess Liquidation Proceeds Account and (ii) the
excess, if any, of the aggregate amount distributable on such Distribution Date pursuant to Section 4.01(a), over the Available
Distribution Amount for such Distribution Date (calculated without regard to such transfer from the Excess Liquidation Proceeds
Account to the Distribution Account); provided that on the Business Day prior to the Final Distribution Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Distribution Account, for distribution
on such Distribution Date, any and all Excess Liquidation Proceeds then on deposit in the Excess Liquidation Proceeds Account.
In addition, the Certificate Administrator shall, from time to time, make withdrawals from the Excess Liquidation Proceeds Account
to pay itself interest or other income earned on deposits in the Excess Liquidation Proceeds Account, in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the Excess Liquidation Proceeds Account
for each Collection Period).


 


(e)           The
Certificate Administrator, the Trustee, the Depositor, the Master Servicer and the Special Servicer, as applicable, shall in all
cases have a right prior to the Certificateholders to any particular funds on deposit in the Collection Accounts and the Distribution
Account from time to time for


 



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the reimbursement or payment of compensation, Advances (with interest thereon at the Reimbursement
Rate) and their respective expenses hereunder, but only if and to the extent such compensation, Advances (with such interest) and
expenses are to be reimbursed or paid from such particular funds on deposit in the Collection Account or the Distribution Account
pursuant to the express terms of this Agreement.


 


(f)            [Reserved].


 


(g)           The
Master Servicer may, from time to time, make withdrawals from the Serviced Pari Passu Companion Loan Custodial Account for any
of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)            to
remit to any Serviced Pari Passu Companion Loan Holder the amounts to which such Serviced Pari Passu Companion Loan Holder is entitled
in accordance with Section 3.04(k), as and when required by such paragraph;


 


(ii)           to
pay to itself earned and unpaid Pari Passu Primary Servicing Fees in respect of any related Serviced Pari Passu Companion Loan
or any successor interest in an REO Mortgage Loan with respect thereto;


 


(iii)          to
pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of any related Serviced Pari Passu Companion Loan
or any successor interest in an REO Mortgage Loan with respect thereto;


 


(iv)          to
pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees to which
it is entitled with respect to any related Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto
pursuant to, and from the sources contemplated by, the second and third paragraphs of Section 3.11(c);


 


(v)           to
reimburse itself, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby (in
each case, with its own funds) with respect to any related Serviced Loan Combination or any related REO Property (but only to the
extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(vi)          to
pay itself, the Special Servicer or the Trustee, as applicable, any Advance Interest then due and owing to such Person with respect
to any Servicing Advance made by such Person (out of its own funds) with respect to any related Serviced Loan Combination or any
successor REO Mortgage Loan with respect thereto;


 


(vii)         to
pay itself any items of Additional Master Servicing Compensation, and to pay to the Special Servicer any items of Additional Special
Servicing Compensation with respect to any related Serviced Loan Combination, in each case on deposit in the Serviced Pari Passu
Companion Loan Custodial Account from time to time;


 


(viii)        to
pay any unpaid Liquidation Expenses incurred with respect to any related Serviced Loan Combination or any related REO Property
(but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 






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(ix)          to
pay, in accordance with Section 3.11(i), certain servicing expenses with respect to any related Serviced Loan Combination
or any related REO Property, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances (but only to the extent
that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(x)           to
pay any costs and expenses incurred by the Trust pursuant to Section 3.09(c) (other than the costs of environmental testing,
which are to be covered by, and reimbursable as, a Servicing Advance) with respect to any related Serviced Loan Combination or
any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited in
the Collection Account);


 


(xi)           to
pay itself, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, or any of their respective directors,
officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section
6.03, Section 7.01(b) or Section 8.05, as applicable, in connection with any related Serviced Loan Combination
or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited
in the Collection Account);


 


(xii)          to
pay to itself, the Special Servicer, the Trustee or the Depositor, as the case may be, any amount specifically required to be paid
to such Person at the expense of any related Serviced Pari Passu Companion Loan Holder(s) under any provision of this Agreement
or the related Co-Lender Agreement to which reference is not made in any other clause of this Section 3.05(f), it being
acknowledged that this clause (xii) shall not be construed to modify any limitation otherwise set forth in this Agreement
on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment
or reimbursement is permitted to be made;


 


(xiii)         to
withdraw any amount and pay to the Person entitled thereto any amount deposited in such Serviced Pari Passu Companion Loan Custodial
Account in error; and


 


(xiv)        to
clear and terminate the Serviced Pari Passu Companion Loan Custodial Account at the termination of this Agreement pursuant to Section
9.01 or at such time as any related Serviced Loan Combination or any related REO Property is no longer serviced hereunder.


 


provided that in connection with
any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the Serviced Pari Passu Companion Loan
Custodial Account pursuant to clause (v) (relating to Servicing Advances), clause (vi) (relating to Advance Interest
on Servicing Advances), clause (viii) (relating to Liquidation Expenses), clause (ix) (relating to Nonrecoverable
Servicing Advances), clause (x) (relating to certain environmental expenses) or clause (xi) (relating to certain
indemnification and similar expenses), such payment shall be made from amounts on deposit in the Collection Account and the Serviced
Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the Serviced Pari Passu Companion Loan
Custodial Account shall be made pro rata according to the related Co-Lender Agreement and based on the respective outstanding
principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) from related funds prior to
payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding the foregoing,
to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account
that are unrelated to a


 



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Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest
on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, the parties acknowledge that
any related Serviced Pari Passu Companion Loan Holder shall, if and to the extent required under the related Co-Lender Agreement,
promptly following notice from the Master Servicer, reimburse the Trust Fund for its pro rata share of such Nonrecoverable
Servicing Advance or Advance Interest.


 


Notwithstanding any contrary
provision above, any reimbursements of Servicing Advances out of such Serviced Pari Passu Companion Loan Custodial Account shall
be made (to the extent of their respective entitlements to such reimbursements and/or payments): first, to the Trustee;
second, to the Special Servicer; and third, to the Master Servicer.


 


The Master Servicer shall
pay to the Special Servicer from any related Serviced Pari Passu Companion Loan Custodial Account amounts permitted to be paid
to the Special Servicer therefrom in respect of Special Servicing Fees, Workout Fees or otherwise, such payment to be based upon
a written statement of the Special Servicer describing the item and amount to which the Special Servicer is entitled; provided
that no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other
than the initial collection on a Corrected Mortgage Loan. The Master Servicer may rely conclusively on any such statement and shall
have no duty to recalculate the amounts stated therein.


 


The Trustee, the Certificate
Administrator, the Depositor, the Master Servicer and the Special Servicer, as applicable, shall in all cases have a right prior
to any related Serviced Pari Passu Companion Loan Holder(s) to any particular funds on deposit in the Serviced Pari Passu Companion
Loan Custodial Account from time to time for the reimbursement or payment of compensation, Servicing Advances (with interest thereon
at the Reimbursement Rate) and their respective expenses hereunder, but only if and to the extent such compensation, Servicing
Advances (with interest) and expenses are to be reimbursed or paid from such funds on deposit in such Serviced Pari Passu Companion
Loan Custodial Account pursuant to the express terms of this Agreement and/or the related Co-Lender Agreement.


 


(h)           The
Master Servicer may, from time to time, make withdrawals from any Serviced A/B Loan Combination Custodial Account for any of the
following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)            to
remit to the Collection Account the amounts to which the Trust as holder of the related Serviced Mortgage Loan is entitled in accordance
with the related Co-Lender Agreement and this Agreement and as contemplated by Section 3.04(a);


 


(ii)           to
remit to any Serviced Subordinate Companion Loan Holder the amounts to which such Serviced Subordinate Companion Loan Holder is
entitled in accordance with Section 3.04(k), as and when required by such paragraph;


 


(iii)          to
pay to itself earned and unpaid Servicing Fees in respect of the related Serviced A/B Loan Combination or any successor interest
in an REO Mortgage Loan with respect thereto;


 






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(iv)          to
pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of the related Serviced A/B Loan Combination or
any successor interest in an REO Mortgage Loan with respect thereto;


 


(v)           to
pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees to which
it is entitled with respect to the related Serviced A/B Loan Combination or any successor REO Mortgage Loan with respect thereto
pursuant to, and from the sources contemplated by, the second and third paragraphs of Section 3.11(c);


 


(vi)          to
reimburse itself, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby (in
each case, with its own funds) with respect to the related Serviced A/B Loan Combination or any related REO Property (but only
to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(vii)         to
pay itself, the Special Servicer or the Trustee, as applicable, any Advance Interest then due and owing to such Person with respect
to any Servicing Advance made by such Person (out of its own funds) with respect to the related Serviced A/B Loan Combination or
any successor REO Mortgage Loan with respect thereto;


 


(viii)        to
pay itself any items of Additional Master Servicing Compensation, and to pay to the Special Servicer any items of Additional Special
Servicing Compensation with respect to the related Serviced A/B Loan Combination, in each case on deposit in such Serviced A/B
Loan Combination Custodial Account from time to time;


 


(ix)           to
pay any unpaid Liquidation Expenses incurred with respect to the related Serviced Loan Combination or any related REO Property
(but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(x)            to
pay, in accordance with Section 3.11(i), certain servicing expenses with respect to the related Serviced Loan Combination
or any related REO Property, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances (but only to the extent
that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(xi)           to
pay any costs and expenses incurred by the Trust pursuant to Section 3.09(c) (other than the costs of environmental testing,
which are to be covered by, and reimbursable as, a Servicing Advance) with respect to the related Serviced Loan Combination or
any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited in
the Collection Account);


 


(xii)          to
pay itself, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, or any of their respective directors,
officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section
6.03, Section 7.01(b) or Section 8.05, as applicable, in connection with the related Serviced Loan Combination
or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited
in the Collection Account);


 






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(xiii)         to
pay to itself, the Special Servicer, the Trustee or the Depositor, as the case may be, any amount specifically required to be paid
to such Person at the expense of any related Serviced Subordinate Companion Loan Holder(s) or the related Serviced Mortgage Loan
under any provision of this Agreement or the related Co-Lender Agreement to which reference is not made in any other clause of
this Section 3.05(h), it being acknowledged that this clause (xiii) shall not be construed to modify any limitation
otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or
the funds from which any such payment or reimbursement is permitted to be made;


 


(xiv)        to
withdraw any amount and pay to the Person entitled thereto any amount deposited in such Serviced A/B Loan Combination Custodial
Account in error; and


 


(xv)         to
clear and terminate such Serviced A/B Loan Combination Custodial Account at the termination of this Agreement pursuant to Section
9.01 or at such time as any related Serviced Loan Combination or any related REO Property is no longer serviced hereunder.


 


provided that in connection with
any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the Serviced A/B Loan Combination Custodial
Account pursuant to clause (vi) (relating to Servicing Advances), clause (vii) (relating to Advance Interest on Servicing
Advances), clause (ix) (relating to Liquidation Expenses), clause (x) (relating to Nonrecoverable Servicing Advances),
clause (xi) (relating to certain environmental expenses) or clause (xii) (relating to certain indemnification and
similar expenses), such payment shall be made from amounts on deposit in the Serviced A/B Loan Combination Custodial Account prior
to being made from the Collection Account (all withdrawals shall be made according to the related Co-Lender Agreement) from related
funds and in turn prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding
the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection
Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance
Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, the parties acknowledge
that any related Serviced Companion Loan Holder shall, if and to the extent required under the related Co-Lender Agreement, promptly
following notice from the Master Servicer, reimburse the Trust Fund for its allocable share of such Nonrecoverable Servicing Advance
or Advance Interest as provided in the related Co-Lender Agreement.


 


Notwithstanding any
contrary provision above, any reimbursements of Servicing Advances out of such Serviced A/B Loan Combination Custodial Account
shall be made (to the extent of their respective entitlements to such reimbursements and/or payments): first, to
the Trustee; second, to the Special Servicer; and third, to the Master Servicer.


 


The Master Servicer
shall pay to the Special Servicer from any related Serviced A/B Loan Combination Custodial Account amounts permitted to be paid
to the Special Servicer therefrom in respect of Special Servicing Fees, Workout Fees or otherwise, such payment to be based upon
a written statement of the Special Servicer describing the item and amount to which the Special Servicer is entitled; provided
that no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other
than the initial collection on a Corrected Mortgage Loan. The Master Servicer may rely conclusively on any such statement and shall
have no duty to recalculate the amounts stated therein.


 






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The Trustee, the Certificate
Administrator, the Depositor, the Master Servicer and the Special Servicer, as applicable, shall in all cases have a right prior
to the Trust or any related Serviced Companion Loan Holder(s) to any particular funds on deposit in a Serviced A/B Loan Combination
Custodial Account from time to time for the reimbursement or payment of compensation, Servicing Advances (with interest thereon
at the Reimbursement Rate) and their respective expenses hereunder, but only if and to the extent such compensation, Servicing
Advances (with interest) and expenses are to be reimbursed or paid from such funds on deposit in such Serviced A/B Loan Combination
Custodial Account pursuant to the express terms of this Agreement and/or the related Co-Lender Agreement.


 


(i)            If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related REO
Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1)
with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence
of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to 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 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 REO Property (together with Advance Interest);


 


(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
relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute an Additional Trust Fund Expense;


 


(iii)          to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (as calculated without
regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor
REO Mortgage Loan;


 


(iv)          following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
above as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or REO Mortgage Loan; and


 


(v)           on
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by the 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, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred
with respect to the Mortgage Loan related to such contribution.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as Liquidation
Proceeds Received by the Trust in


 



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respect of the related Mortgage Loan or any successor REO Mortgage Loan with respect thereto
for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant
to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds Received by the Trust in respect of the Mortgage
Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (i)-(iii) of the prior paragraph.


 


(j)            With
respect to any Serviced Loan Combination, if amounts required to pay the compensation, fees, costs, expenses or reimbursement incurred
in connection with the servicing and administration of any related Serviced Companion Loan exceed amounts on deposit in the Serviced
Pari Passu Companion Loan Custodial Account or the related Serviced A/B Loan Combination Custodial Account, as applicable, and
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, have sought reimbursement
from the Trust Fund with respect to such expenses allocable to such Serviced Companion Loan, then the Master Servicer or Special
Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust
Fund under the related Co-Lender Agreement to obtain reimbursement from the holder of any Serviced Companion Loan for that holder’s
allocable share of the expense.


 


SECTION 3.06.          Investment
of Funds in the Accounts.


 


(a)           The
Master Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator)
that holds the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination
Custodial Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order
or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value
Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution
that holds the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account to invest, or if any
of the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, is such depositary institution,
the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, may invest itself, the funds held
therein in (but only in) one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be
withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with
respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the
next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account
shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that
the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate
Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this
Section 3.06. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds
in an Investment Account shall be made in the name of the Trustee (in its capacity as such). The Master Servicer (with respect
to Permitted Investments of amounts in the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced
A/B Loan Combination Custodial Account, any Servicing Account or any Reserve Account), the Special Servicer (with respect to Permitted
Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts
in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of


 



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the Trustee,
shall (and Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may
be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security
entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security”
or an “uncertificated security”. For purposes of this Section 3.06(a), the terms “entitlement holder”,
“security entitlement”, “control”, “certificated security” and “uncertificated security”
shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and “control” of any Permitted
Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall constitute “control”
by a Person designated by, and acting on behalf of, the Trustee for purposes of Revised Article 8 (1994 Revision) of the UCC. If
amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the party hereunder
that maintains such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator),
shall:


 


		(x)	consistent with any notice required to be given thereunder, demand that payment thereon be made
on the last day such Permitted Investment may otherwise mature hereunder in an amount at least equal to the lesser of (1) all amounts
then payable thereunder and (2) the amount required to be withdrawn on such date; and



 


		(y)	demand payment of all amounts due thereunder promptly upon determination by the Master Servicer,
the Special Servicer or the Certificate Administrator, as the case may be, that such Permitted Investment would not constitute
a Permitted Investment in respect of funds thereafter on deposit in such Investment Account.



 


(b)           Whether
or not the Master Servicer directs the investment of funds in any Investment Account (other than a Servicing Account or Reserve
Account) maintained by it, interest and investment income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to its withdrawal in accordance with Section 3.05. Whether or not the Master Servicer directs
the investment of funds in any Servicing Account or Reserve Account maintained by it, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment Account for each Collection
Period, and subject to the requirements of applicable law or the terms of the related Serviced Mortgage Loan(s) or Serviced Companion
Loan(s) regarding the payment of such interest and investment income to the related Borrower, shall be for the sole and exclusive
benefit of the Master Servicer and shall be subject to withdrawal from time to time in accordance with Section 3.03. Whether
or not the Special Servicer directs the investment of funds in the REO Account or the Loss of Value Reserve Fund, interest and
investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment
Account for each Collection Period, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to
its withdrawal in accordance with Section 3.16(b). Whether or not the Certificate Administrator directs the investment of
funds in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for each such Investment Account
for each Collection Period, shall be for the sole and exclusive benefit of the Certificate Administrator and shall be subject to
its withdrawal in accordance with Section 3.05. If any loss shall be incurred in respect of any Permitted Investment on
deposit in any Investment Account, the party hereunder that maintains such Investment Account (whether it is the Master Servicer,
the Special Servicer or the Certificate Administrator), shall promptly deposit therein from its own funds, without right of reimbursement,
no later than the end of the Collection Period during which such loss was


 



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incurred, the amount of the Net Investment Loss, if any,
in respect of such Investment Account for such Collection Period (except, in the case of any such loss with respect to a Servicing
Account or Reserve Account, to the extent the loss amounts were invested for the benefit of a Borrower under the terms of a Serviced
Mortgage Loan, Serviced Companion Loan or applicable law).


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of any payment due (or in any other performance
required) under any Permitted Investment of funds on deposit in any Investment Account, and if the party hereunder that maintains
such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator) is in default
of its obligations under or contemplated by Section 3.06(b), the Trustee may (and, subject to Section 8.02, upon
the request of (i) Holders of Certificates entitled to not less than 25% of the Voting Rights allocated to any Class of Principal
Balance Certificates or Interest-Only Certificates, (ii) the Directing Certificateholder, (iii) alternatively, but only if the
Permitted Investment involves funds on deposit in the Serviced Pari Passu Companion Loan Custodial Account, any related Serviced
Pari Passu Companion Loan Holder(s) (it being understood that, for purposes of this clause (iii), Section 8.02 shall
be construed as if references therein to one or more “Certificateholders” were instead references to such Serviced
Pari Passu Companion Loan Holder), or (iv) alternatively, but only if the Permitted Investment involves funds on deposit in a Serviced
A/B Loan Combination Custodial Account, the related Serviced Subordinate Companion Loan Holder (it being understood that, for purposes
of this clause (iv), Section 8.02 shall be construed as if references therein to one or more “Certificateholders”
were instead references to such Serviced Subordinate Companion Loan Holder), the Trustee shall) take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate legal proceedings. Any costs incurred
by the Trustee in taking any such action shall be reimbursed to it by the party hereunder that maintains such Investment Account
(whether it is the Master Servicer, the Special Servicer or the Certificate Administrator). This provision is in no way intended
to limit any actions that the Master Servicer, the Special Servicer or the Certificate Administrator may take in this regard at
its own expense.


 


(d)           Notwithstanding
the investment of funds held in any Investment Account, for purposes of the calculations hereunder, including the calculation of
the Available Distribution Amount, the Master Servicer Remittance Amounts and the monthly amounts payable to the respective Serviced
Companion Loan Holders, the amounts so invested shall be deemed to remain on deposit in such Investment Account.


 


SECTION 3.07.          Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage.


 


(a)           In
the case of each Serviced Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use reasonable efforts consistent
with the Servicing Standard to cause the related Borrower to maintain (including identifying the extent to which a Borrower is
maintaining insurance coverage and, if such Borrower does not so maintain, the Master Servicer will itself cause to be maintained
with Qualified Insurers having the Required Claims-Paying Ratings) for the related Mortgaged Property (x) a fire and casualty extended
coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the
lesser of (i) the full replacement cost of improvements securing such Serviced Mortgage Loan or Serviced Loan Combination or (ii)
the outstanding principal balance of such Serviced Mortgage Loan or Serviced Loan Combination, but, in any event, in an amount
sufficient to avoid the application of any co-insurance clause and (y) all other insurance coverage (including but not limited
to coverage for damage resulting from acts of terrorism) as


 



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is required or (subject to the Servicing Standard) that the lender
is entitled to reasonably require, subject to applicable law, under the related Mortgage Loan Documents; provided that all
of the following conditions and/or limitations shall apply:


 


(A)          the
Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property securing
a Serviced Mortgage Loan or Serviced Loan Combination unless such insurance policy was in effect at the time of the origination
of such Serviced Mortgage Loan or Serviced Loan Combination pursuant to the terms of the related Mortgage Loan Documents and is
available at commercially reasonable rates and the Trustee has an insurable interest;


 


(B)          if
and to the extent that any Serviced Mortgage Loan or Serviced Loan Combination grants the lender thereunder any discretion (by
way of consent, approval or otherwise) as to the insurance provider from whom the related Borrower is to obtain the requisite insurance
coverage, the Master Servicer shall (to the extent consistent with the Servicing Standard) use efforts consistent with the Servicing
Standard to cause the related Borrower to obtain the requisite insurance coverage from Qualified Insurers that, in each case, have
the Required Claims-Paying Ratings at the time such insurance coverage is obtained;


 


(C)          the
Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause the
Borrower under any Serviced Mortgage Loan to maintain the insurance required to be maintained or that the lender is entitled to
reasonably require, subject to applicable law, under the related Mortgage Loan Documents;


 


(D)          in
no event shall the Master Servicer be required to cause the Borrower under any Serviced Mortgage Loan to maintain, or itself obtain,
insurance coverage that the Master Servicer has determined is either (i) not available at any rate or (ii) not available at commercially
reasonable rates and the related hazards are not at the time commonly insured against at the then-available rates for properties
similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located;


 


(E)          the
reasonable efforts of the Master Servicer to cause the Borrower under any Serviced Mortgage Loan to maintain insurance shall be
conducted in a manner that takes into account the insurance that would then be available to the Master Servicer on a force-placed
basis; and


 


(F)          to
the extent the Master Servicer itself is required to maintain insurance that the Borrower under any Serviced Mortgage Loan does
not maintain, the Master Servicer shall not be required to maintain insurance other than what is available to the Master Servicer
on a force-placed basis (and this will not be construed to modify the other limits set forth in clause (D) above).


 


Notwithstanding the limitation
set forth in clause (D) above, if the related Borrower under any Serviced Mortgage Loan fails to maintain with respect to
the related Mortgaged Property (i) specific casualty insurance coverage providing for “special” form coverage that
does not specifically exclude, terrorist or similar acts, and/or (ii) specific insurance coverage with respect to damages or casualties
caused by terrorist or similar acts, in either case required under the terms of the related Mortgage Loan, the Master Servicer
shall cause the related Borrower to maintain, or itself obtain, such


 



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insurance upon terms not materially less favorable than those
in place as of the Closing Date, unless the Special Servicer has determined (with, prior to the occurrence and continuance of a
Control Termination Event, the consent of the Directing Certificateholder), in its reasonable judgment based on inquiry consistent
with the Servicing Standard, that either (a) such insurance is not available at commercially reasonable rates and that such hazards
are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around
the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate (failure to
maintain required insurance due to either of clause (a) or (b) is referred to herein as an “Acceptable Insurance
Default”). The Directing Certificateholder will have no more than thirty (30) days to respond to the Special Servicer’s
request for such consent; provided, however, 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,
the Special Servicer will not be required to do so. If any such approval of the Special Servicer has not been expressly denied
within ninety (90) days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s determination
and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make
an informed decision, such approval shall be deemed to have been granted. If the Special Servicer is in the process of making a
determination described above in this paragraph, then, during the period of such evaluation by the Special Servicer (or, to the
extent applicable, during the period that the Special Servicer is obtaining the consent of the Directing Certificateholder), the
Master Servicer shall not be liable for any loss related to its failure to require the related Borrower to maintain terrorism insurance
and shall not be in default of its obligations hereunder as a result of such failure to maintain terrorism insurance.


 


The Master Servicer shall
notify the Special Servicer, the Trustee, the Directing Certificateholder, the Majority Controlling Class Certificateholder and
(if a Serviced Loan Combination is involved) the related Serviced Companion Loan Holder(s), as applicable, if the Master Servicer
determines that any Borrower under a Serviced Mortgage Loan or Serviced Loan Combination has failed to maintain insurance required
under (or that the Master Servicer has required pursuant to a provision that entitles the lender to reasonably require insurance
under) the related Mortgage Loan Documents and such failure materially and adversely affects such Mortgage Loan or Loan Combination
and/or the interest of the Trust or the Serviced Companion Loan Holder(s) in the related Mortgaged Property or if any Borrower
under a Serviced Mortgage Loan or Serviced Loan Combination has notified the Master Servicer in writing that such Borrower does
not intend to maintain such insurance and the Master Servicer has determined that such failure materially and adversely affects
such Mortgage Loan or Loan Combination and/or the interest of the Trust or the Serviced Companion Loan Holder(s) in the related
Mortgaged Property.


 


Subject to Sections
3.17(b) and/or 3.24, as applicable, with respect to each Administered REO Property, the Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain with Qualified Insurers having the Required Claims-Paying Ratings
(a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount
that is at least equal to the lesser of (i) the full replacement cost of improvements at such Administered REO Property or (ii)
the outstanding principal balance of the related REO Mortgage Loan, but, in any event, in an amount sufficient to avoid the application
of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would
be required under prudent lending requirements and in an amount not less than $1 million per occurrence and (c) to the extent consistent
with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least
twelve (12) months (or at least eighteen (18) months, in


 



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the case of an Administered REO Property whose related REO Mortgage Loan
had an initial principal balance exceeding $35,000,000), in each case if so required pursuant to the related Mortgage Loan Documents;
provided that both of the following conditions and/or limitations shall apply:


 


		(A)	the Special Servicer shall not be required to maintain or obtain the insurance coverage otherwise
described above unless the Trustee has an insurable interest; and



 


(B)          the
Special Servicer shall not be required to maintain or obtain the insurance coverage otherwise described above to the extent that
the coverage is not available at commercially reasonable rates and consistent with the Servicing Standard.


 


All such insurance policies
maintained as described above shall contain (if they insure against loss to property) 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 a Serviced
Mortgage Loan or Serviced Loan Combination, or shall name the Trustee as the insured, with loss payable to the Special Servicer
on behalf of the Trustee, in the case of insurance maintained in respect of an Administered REO Property. Any amounts collected
by the Master Servicer or the Special Servicer, as applicable, under any such 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 Borrower, in each
case in accordance with the Servicing Standard) shall be deposited in the Collection Account of the Master Servicer, or, to the
extent the loss affects a Serviced Pari Passu Companion Loan Holder, in the Serviced Pari Passu Companion Loan Custodial Account,
or, to the extent the loss affects a Serviced Subordinate Companion Loan Holder, in the applicable Serviced A/B Loan Combination
Custodial Account, as applicable, in each case as appropriate in accordance with Section 3.04, subject to withdrawal pursuant
to Section 3.05, in the case of amounts received in respect of a Serviced Mortgage Loan, or in the REO Account of the Special
Servicer, subject to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an Administered
REO Property. Any cost incurred by the Master Servicer or Special Servicer in maintaining any such insurance shall not, for purposes
hereof, including calculating monthly distributions to Certificateholders, be added to unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan or Serviced Loan Combination, notwithstanding that the terms of such Serviced Mortgage
Loan or Serviced Loan Combination so permit; provided, however, that this sentence shall not limit the rights of
the Master Servicer or Special Servicer on behalf of the Trust (and, if applicable, any related Serviced Companion Loan Holders)
to enforce any obligations of the related Borrower under such Serviced Mortgage Loan or Serviced Loan Combination. Costs to the
Master Servicer or the Special Servicer of maintaining insurance policies pursuant to this Section 3.07 shall (subject to
Section 3.11(h) and Section 3.19(b)) be paid by, and reimbursable to, the Master Servicer or Special Servicer, as
the case may be, as a Servicing Advance.


 


(b)           If
(i) the Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy
or master force-placed policy insuring against hazard losses on all of any Serviced Mortgage Loans, Serviced Loan Combinations
or Administered REO Properties, as applicable, as to which it is the master servicer or the special servicer, then, to the extent
such policy (A) is obtained from a Qualified Insurer having the Required Claims-Paying Ratings, and (B) provides protection equivalent
to the individual policies otherwise required herein and in the Mortgage Loan Documents or (ii) the Master Servicer or Special
Servicer has long-term unsecured debt obligations that are rated not lower than “A3” by Moody’s and “A-”
by Fitch, or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not satisfied,
and the


 



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Master Servicer or Special Servicer, as the case may be, self-insures for its obligation to maintain the individual policies
otherwise required, the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied
its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable.
Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or the Special Servicer, as the case may be, whichever maintains such policy, shall, if there shall not have
been maintained on any Mortgaged Property securing a Serviced Mortgage Loan, Serviced Loan Combination or any Administered REO
Property thereunder a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall have been
one or more losses that would have been covered by such an individual policy, promptly deposit into the applicable Collection Account
(or, (i) to the extent the loss affects any Serviced Pari Passu Companion Loan Holder(s), in the Serviced Pari Passu Companion
Loan Custodial Account, or (ii) to the extent the loss affects any Serviced Subordinate Companion Loan Holder, in the applicable
Serviced A/B Loan Combination Custodial Account, as applicable) maintained by the Master Servicer, from its own funds without any
right of reimbursement from the Trust, the amount not otherwise payable under the blanket or master force-placed policy in connection
with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation
that pertained to the related Serviced Mortgage Loan or Serviced Loan Combination (or, in the absence of any such deductible limitation,
the deductible limitation for an individual policy which is consistent with the Servicing Standard). The Master Servicer and the
Special Servicer shall each prepare and present, on behalf of itself, the Trustee and Certificateholders and, if applicable, the
Serviced Companion Loan Holders, claims under any such blanket or master force-placed policy maintained by it in a timely fashion
in accordance with the terms of such policy.


 


(c)           With
respect to each Performing Serviced Mortgage Loan that is subject to an Environmental Insurance Policy, if the Master Servicer
has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under an Environmental
Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable
actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to
make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With respect to each
Specially Serviced Mortgage Loan that is subject to an Environmental Insurance Policy, if the Special Servicer has actual knowledge
of any event giving rise to a claim under an Environmental Insurance Policy, the Special Servicer shall notify the Master Servicer,
which shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With
respect to each Administered REO Property that is subject to an Environmental Insurance Policy, if the Special Servicer has actual
knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Special Servicer shall take reasonable
actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to
make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any claim under an Environmental Insurance
Policy described above (whether by the Master Servicer or the Special Servicer) shall be (subject to Section 3.11(h) and
Section 3.19(b)) paid by, and reimbursable to, the Master Servicer or Special Servicer, as the case may be, as a Servicing
Advance.


 


(d)           The
Master Servicer and the Special Servicer shall each at all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially Serviced Mortgage Loans and/or Administered REO
Properties exist


 



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as part of the Trust Fund) keep in force with a Qualified Insurer having the Required Claims-Paying Ratings, a
fidelity bond in such form and amount as are consistent with the Servicing Standard. The Master Servicer or Special Servicer shall
be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms
of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may
be. So long as the long-term unsecured debt obligations of the Master Servicer or Special Servicer, or such party’s corporate
parent, are rated not lower than “A3” by Moody’s and “A-” by Fitch, or it has received a Rating Agency
Confirmation from each Rating Agency with respect to which such rating is not satisfied, the Master Servicer or Special Servicer,
as the case may be, may self-insure with respect to the fidelity bond coverage required as described above, in which case it shall
not be required to maintain an insurance policy with respect to such coverage.


 


The Master Servicer and
the Special Servicer shall each at all times during the term of this Agreement (or, in the case of the Special Servicer, at all
times during the term of this Agreement during which Specially Serviced Mortgage Loans and/or Administered REO Properties exist
as part of the Trust Fund) also keep in force with a Qualified Insurer having the Required Claims-Paying Ratings, a policy or policies
of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its servicing
obligations hereunder, which policy or policies shall be in such form and amount as are consistent with the Servicing Standard.
The Master Servicer or Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has
such policy or policies and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without
ten (10) days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations of the Master Servicer
or the Special Servicer, or such party’s corporate parent, are rated not lower than “A3” by Moody’s and
“A-” by Fitch, or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating
is not satisfied, the Master Servicer or Special Servicer, as the case may be, may self-insure with respect to the errors and omissions
coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such
coverage.


 


SECTION 3.08.          Enforcement
of Alienation Clauses.


 


(a)           If
the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged
Property to, and assumption of such Mortgage Loan by, another Person upon the satisfaction of specified conditions, prohibits such
an assignment or assumption except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption,
and the related Borrower requests approval for such an assignment and assumption or enters into a transfer of the related Mortgaged
Property in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan
Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions,
prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance,
and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of
the related Mortgage Loan Documents, the Master Servicer (with respect to a Performing Serviced Mortgage Loan or Performing Serviced
Loan Combination that does not involve a Material Action or a Special Servicer Decision and with the Special Servicer’s consent)
or the Special Servicer (with respect to a Specially Serviced Mortgage Loan or a Performing Serviced Mortgage Loan or Performing
Serviced Loan Combination that involves a Material Action or Special Servicer Decision) shall obtain the relevant information and
review and make a


 



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determination to either (i) disapprove such request for approval of an assignment and assumption or further encumbrance
(in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance
clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Companion Loan Holder(s)
(as a collective whole (in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related
Subordinate Companion Loan)), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided,
however, that all of the following conditions and/or restrictions shall apply:


 


(A)          the
Master Servicer shall not enter into such a waiver or approval for any Performing Serviced Mortgage Loan and, if applicable, any
related Performing Serviced Companion Loan, unless the Master Servicer has obtained the consent of the Special Servicer (it being
understood and agreed that (1) the Master Servicer shall promptly provide the Special Servicer with (x) written notice of any Borrower
request for such assignment and assumption or such encumbrance, (y) the Master Servicer’s written recommendations and analysis,
and (z) all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to
withhold or grant any such consent, (2) the Special Servicer shall decide whether to withhold or grant such consent in accordance
with the Servicing Standard (and subject to Section 3.24, and/or Section 3.26 if and as applicable and, with respect
to any such request that constitutes a Material Action or Special Servicer Decision, while directly processing such request), and
(3) if any such consent has not been expressly denied within fifteen (15) Business Days of the Special Servicer’s receipt
from the Master Servicer of the Master Servicer’s written recommendations and analysis and all information reasonably requested
thereby and reasonably available to the Master Servicer in order to make an informed decision, such consent shall be deemed to
have been granted;


 


(B)          if
approval of an assignment and assumption or waiver of a due-on-sale provision is involved and the affected Serviced Mortgage Loan
is a Mortgage Loan that either (a) is one of the ten largest Mortgage Loans then in the Trust Fund by principal balance and represents
more than 2% or more of the then aggregate principal balance of all of the Mortgage Loans then in the Trust Fund or (b) has a Cut-off
Date Principal Balance in excess of $20,000,000, or if a Serviced Loan Combination is involved, then, subject to the related Mortgage
Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan or Performing
Serviced Loan Combination that does not involve a Material Action or Special Servicer Decision and with the Special Servicer’s
consent) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan or a Performing Serviced Mortgage Loan or
Performing Serviced Loan Combination that involves a Material Action or Special Servicer Decision) shall enter into such approval
or waiver unless and until such approval or waiver is the subject of a Rating Agency Confirmation (subject to Section 3.28)
and in the case of a Serviced Loan Combination, the equivalent confirmation from each Companion Loan Rating Agency with respect
to the related Serviced Companion Loan Securities; and


 


(C)          if
approval of a further encumbrance or waiver of a due-on-encumbrance provision is involved, then, subject to the related Mortgage
Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan or Performing
Serviced Loan Combination that does not involve a Material Action or Special Servicer Decision and with the Special Servicer’s
consent) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan or a Performing Serviced Mortgage Loan or
Performing Serviced Loan


 



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Combination that involves a Material Action or Special Servicer Decision) shall enter into such approval
or waiver unless and until such approval or waiver is the subject of a Rating Agency Confirmation (subject to Section 3.28),
with respect to any Mortgage Loan that is or relates to a Mortgage Loan that (a) represents 2% or more of the then aggregate principal
balance of all of the Mortgage Loans then in the Trust Fund, (b) is one of the ten largest Mortgage Loans then in the Trust Fund
by principal balance, (c) has an aggregate loan-to-value ratio (including existing and proposed additional debt), determined on
the basis of the most recent Appraisal (or updated Appraisal) then in the possession of the Master Servicer or the Special Servicer,
as the case may be, that is equal to or greater than 85% or (d) has an aggregate debt service coverage ratio (including the debt
service on the existing and proposed additional debt) that is less than 1.2x;


 


(D)          subject
to the related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage
Loan or Performing Serviced Loan Combination that does not involve a Material Action or Special Servicer Decision and with the
Special Servicer’s consent) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan or a Performing
Serviced Mortgage Loan or Performing Serviced Loan Combination that involves a Material Action or Special Servicer Decision) shall
enter into such approval or waiver unless all associated costs and expenses (including the costs of any Rating Agency Confirmation)
are covered without any expense to the Trust, any expense to any related Serviced Companion Loan Holder(s) (in the case of a Serviced
Loan Combination) (it being understood and agreed that, except as expressly provided herein, neither the Master Servicer nor the
Special Servicer shall be obligated to cover or assume any such costs or expenses) and if the related Borrower refuses to pay any
such costs and expenses then the Master Servicer or the Special Servicer, as applicable, shall be permitted to deny the related
request;


 


(E)          neither
the Master Servicer (with respect to a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination that does not
involve a Material Action or Special Servicer Decision and with the Special Servicer’s consent) nor the Special Servicer
(with respect to a Specially Serviced Mortgage Loan or a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination
that involves a Material Action or Special Servicer Decision) shall, in connection with any such approval or waiver, consent or
agree to any modification, waiver or amendment of any term or provision of such Serviced Mortgage Loan that would result in an
Adverse REMIC Event with respect to any REMIC Pool; and


 


(F)          the
Special Servicer shall not consent to the Master Servicer’s recommendation described in clause (A) above, or itself
enter into such an approval or waiver, unless the Special Servicer has complied with Sections 3.24.


 


Notwithstanding the foregoing,
in no event will the Master Servicer’s approval of an assignment and assumption or further encumbrance be conditioned on
the approval or absence of objection from the Special Servicer (or the Special Servicer interacting with the Directing Certificateholder)
if (a) the transaction is permitted under the related Mortgage Loan Documents and (b) the conditions to the transaction that are
set forth in the related Mortgage Loan Documents do not include the approval of the lender or the exercise of lender discretion
(other than confirming the satisfaction of the other conditions to the transaction set forth in the related Mortgage Loan Documents
that do not include any other approval or exercise of discretion).


 






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(b)           In
connection with any permitted assumption of any Serviced Mortgage Loan or Serviced Loan Combination or waiver of a “due-on-sale”
or “due-on-encumbrance” clause thereunder, the Master Servicer (with respect to a Performing Serviced Mortgage Loan
or Performing Serviced Loan Combination that does not involve a Material Action or Special Servicer Decision and with the Special
Servicer’s consent) or the Special Servicer (with respect to a Specially Serviced Mortgage Loan or a Performing Serviced
Mortgage Loan or Performing Serviced Loan Combination that involves a Material Action or Special Servicer Decision) shall prepare
all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower for the due execution
and delivery of such documents.


 


(c)           The
Master Servicer shall have the right to consent, without the approval of the Special Servicer (or the Special Servicer interacting
with the Directing Certificateholder in connection with such Master Servicer consent) to any transfers of an interest in the Borrower
under a Performing Mortgage Loan, to the extent such transfer is allowed under the terms of the related Mortgage Loan Documents
without the exercise of any lender approval or discretion other than confirming the satisfaction of the other conditions to the
transfer set forth in the related Mortgage Loan Documents that do not include any other approval or exercise of discretion, including
a consent to transfer to any subsidiary or affiliate of such Borrower or to a person acquiring less than a majority interest in
such Borrower; provided, however, that, subject to the terms of the related Mortgage Loan Documents and applicable
law, if (i) the affected Serviced Mortgage Loan is or relates to a Mortgage Loan that, together with all other Mortgage Loans,
if any have the same Borrower as such Mortgage Loan or have Borrowers that are known to be affiliated with the Borrower under such
Mortgage Loan, is one of the then current top ten Mortgage Loans (by Stated Principal Balance) in the Mortgage Pool, has a Cut-off
Date Principal Balance in excess of $20,000,000, or has a Stated Principal Balance that equals or exceeds 5% of the then aggregate
Stated Principal Balance of the Mortgage Pool, or a Serviced Loan Combination is involved and the related Other Pooling and Servicing
Agreement would require Rating Agency Confirmation if such Serviced Loan Combination was serviced thereunder, and (ii) the transfer
is of an interest in the Borrower greater than 49%, then the Master Servicer shall not consent to such transfer unless and until
such transfer is the subject of a Rating Agency Confirmation (subject to Section 3.28 (and, in the case of any applicable
Serviced Mortgage Loan that is part of a Loan Combination, an analogous rating agency confirmation from each Companion Loan Rating
Agency, if applicable pursuant to Section 3.28(k)) (the costs of which are to be payable by the related Borrower to the
extent provided for in the related Mortgage Loan Documents, which provisions shall not be waived by the Master Servicer, and, if
not paid, such costs shall be paid by and reimbursed to the Master Servicer as an Additional Trust Fund Expense). The Master Servicer
shall be entitled to collect and receive from Borrowers any customary fees in connection with such transfers of interest as Additional
Master Servicing Compensation.


 


(d)           With
respect to a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination, the Master Servicer shall forward any request
for consent to an assignment or assumption or for a waiver of a “due-on-sale” or “due-on-encumbrance” clause
described above that, in each case, involves a Material Action or Special Servicer Decision to the Special Servicer. Unless the
Master Servicer and Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall
process such request. If such request does not involve a Material Action or Special Servicer Decision, the Master Servicer shall
process such request.


 


(e)           Notwithstanding
anything in this Agreement to the contrary, to the extent that the Master Servicer does not process a Material Action or Special
Servicer Decision, the Master Servicer shall have no duty to deliver to the Special Servicer any analysis or recommendations in
connection with


 



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any such action but shall be required to provide all available information that is reasonably necessary for the
Special Servicer to make a decision with respect to the applicable Material Action or Special Servicer Decision.


 


(f)            The
consent, approval or confirmation, as applicable, of the Special Servicer shall be required with respect to any determination by
the Master Servicer that the conditions under the related Mortgage Loan documents have been satisfied with respect to any Mortgagor
request for approval of any (x) sale or transfer of a Mortgaged Property, in whole or in part (other than approving or consenting
to easements that do not materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments
with respect to the related Mortgage Loan), (y) sale or transfer of interests in such Mortgagor or its owner (unless (A) such transfer
is permitted by, and may be effected without the consent of the lender under, the related Mortgage Loan documents and (B) any conditions
precedent to such transfer do not require any exercise of discretion or subjective judgment on the part of the lender in verifying
that such conditions have been satisfied) or (z) incurrence of additional indebtedness. With respect to the parenthetical in clause
(y) in the preceding sentence and without limiting the generality in the preceding sentence, the Special Servicer’s consent,
approval or confirmation, as applicable, (a) shall be required for a determination of whether any financial covenant set forth
in the related Mortgage Loan documents as a condition precedent to such transfer has or has not been met (including, without limitation,
those relating to net operating income, net cash flow, debt yield, debt service coverage ratio and liquidity) and (b) shall not
be required for a determination as to whether or not any such transferee or any of its affiliates constitutes a “qualified
transferee” under the Mortgage Loan documents in the case where such determination is related to a net worth test, total
asset test, liquidity test and/or the commercial real estate experience of the transferee. With respect to any transfers that do
not require the consent, approval or confirmation of the Special Servicer, following the completion of such transfer, the Master
Servicer shall (i) notify the Special Servicer of such transfer and (ii) provide any information reasonably requested by the Special
Servicer with regards to such transfer. With respect to any sale or transfer of interest in a Mortgaged Property or Mortgagor or
its owner processed by the Special Servicer with respect to a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination,
following the completion of such transfer, the Special Servicer shall notify the Master Servicer of such transfer.


 


SECTION 3.09.          Realization
Upon Defaulted Serviced Mortgage Loans.


 


(a)           The
Special Servicer shall, subject to Sections 3.09(b), 3.09(c), 3.09(d), and/or 3.24, as applicable,
exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership
of the real property and other collateral securing any Serviced Mortgage Loan or Serviced Loan Combination that comes into and
continues in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20. In connection with the foregoing, in the event of a default under any Serviced Mortgage Loan or
Serviced Loan Combination that is secured by real properties located in multiple states, and such states include California or
another state with a statute, rule or regulation comparable to California’s “one action rule”, then the Special
Servicer shall consult Independent counsel regarding the order and manner in which the Special Servicer should foreclose upon or
comparably proceed against such properties. The Special Servicer may direct the Master Servicer to advance, as contemplated by
Section 3.19(b), all costs and expenses (including attorneys fees and litigation costs and expenses) to be incurred on behalf
of the Trust in any such proceedings or such consultation, subject to the Master Servicer being entitled to reimbursement for any
such advance as a Servicing Advance as provided in Section 3.05(a), and further subject to the Special Servicer’s
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Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds any Liquidation
Expenses incurred in respect of any Serviced Mortgage Loan or Serviced Loan Combination, which Liquidation Expenses were outstanding
at the time such proceeds are received. Nothing contained in this Section 3.09 shall be construed so as to require 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 Special Servicer taking into account the factors described
in Section 3.18 and the results of any Appraisal obtained pursuant to the following sentence or otherwise, all such cash
bids to be made in a manner consistent with the Servicing Standard. If and when the Master Servicer or the Special Servicer deems
it necessary in accordance with the Servicing Standard for purposes of establishing the fair market value of any Mortgaged Property
securing a defaulted Serviced Mortgage Loan or Serviced Loan Combination, whether for purposes of bidding at foreclosure or otherwise,
the Master Servicer or the Special Servicer (as the case may be) is authorized to have an Appraisal completed with respect to such
property (the cost of which Appraisal shall be covered by, and be reimbursable as, a Servicing Advance).


 


The Master Servicer shall
not foreclose upon or otherwise comparably convert, including by taking title thereto, any real property or other collateral securing
a defaulted Mortgage Loan or Serviced Loan Combination.


 


(b)           Notwithstanding
the foregoing provisions of this Section 3.09, no Mortgaged Property shall be acquired by the Special Servicer on behalf
of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)) under such circumstances,
in such manner or pursuant to such terms as would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (unless the portion of such REO Property that is not treated as “foreclosure
property” and that is held by any REMIC Pool at any given time constitutes not more than a de minimis amount of the
assets of such REMIC Pool within the meaning of Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted
by Section 3.17(a), subject the Trust to the imposition of any federal income or prohibited transaction taxes under the
Code. Subject to the foregoing, however, a Mortgaged Property may be acquired through a single member limited liability company.
In addition, except as permitted under Section 3.17(a), the Special Servicer shall not acquire any personal property on
behalf of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)) pursuant to
this Section 3.09 unless either:


 


(i)            such
personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)           the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be covered by, and reimbursable as, a Servicing
Advance) to the effect that the holding of such personal property as part of the Trust Fund will not result in an Adverse REMIC
Event with respect to any REMIC Pool.


 


(c)           Notwithstanding
the foregoing provisions of this Section 3.09, the Special Servicer shall not, on behalf of the Trust (and, in the case
of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)), have a receiver of rents appointed with respect
to a Mortgaged Property, or obtain title to a Mortgaged Property by foreclosure, deed 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,
could, in the reasonable judgment of the Special Servicer,


 



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exercised in accordance with the Servicing Standard, 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:


 


(i)            the
Special Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Assessment
(and any additional environmental testing that the Special Servicer deems necessary and prudent) of such Mortgaged Property conducted
by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the twelve (12)-month period
preceding any such acquisition of title or other action, that such Mortgaged Property is in compliance with applicable environmental
laws and regulations and there are no circumstances or conditions present at the Mortgaged Property relating to the use, management
or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be
required under any applicable environmental laws and regulations; or


 


(ii)           in
the event that the determination described in clause (c)(i) above cannot be made, the Special Servicer has previously determined
in accordance with the Servicing Standard, on the same basis as described in clause (c)(i) above, and taking into account
the coverage provided under the related Environmental Insurance Policy, that it would maximize the recovery to the Certificateholders
and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Companion Loan Holder(s)
(as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of
the related Subordinate Companion Loan)), on a present value basis (the relevant discounting of anticipated collections that will
be distributable to Certificateholders and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related
Serviced Companion Loan Holder(s), to be performed at the related Net Mortgage Rate (or in the case of a Serviced Loan Combination,
at the weighted average of the Net Mortgage Rates for the related notes)) to acquire title to or possession of the Mortgaged Property
and to take such remedial, corrective and/or other further actions as are necessary to bring the Mortgaged Property into compliance
with applicable environmental laws and regulations and to appropriately address any of the circumstances and conditions referred
to in clause (c)(i) above.


 


Any such determination
by the Special Servicer contemplated by clause (i) or clause (ii) of the preceding paragraph shall be evidenced by
an Officer’s Certificate to such effect delivered to the Trustee, the Master Servicer, the Directing Certificateholder and
the Majority Controlling Class Certificateholder (and, in the case of a Mortgaged Property securing a Serviced Loan Combination,
to the related Serviced Companion Loan Holder(s)), specifying all of the bases for such determination, such Officer’s Certificate
to be accompanied by all related environmental reports.


 


The cost of such Phase
I Environmental Assessment and any such additional environmental testing, as well as the cost of any remedial, corrective or other
further action contemplated by clause (i) and/or clause (ii) of the first paragraph of Section 3.09(c), shall
be paid out of the applicable Collection Account (subject to, if it relates to one or more Mortgage Loans in a Serviced Loan Combination,
the proviso at the end of the first paragraph (that is, the initial paragraph that includes the enumerated clauses (i) through
(xxii)) of Subsection (I) of Section 3.05(a)).


 


(d)           If
neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section 3.09(c) has
been satisfied with respect to any Mortgaged Property securing a defaulted Serviced


 



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Mortgage Loan (or, if applicable, a Serviced
Loan Combination), the Special Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding
against the Mortgaged Property) and, at such time as it deems appropriate, may, on behalf of the Trust and, if applicable, the
related Serviced Companion Loan Holder(s), as applicable, release all or a portion of such Mortgaged Property from the lien of
the related Mortgage; provided that both (i) if such Serviced Mortgage Loan has a then outstanding principal balance greater
than $1 million, then prior to the release of all or a portion of the related Mortgaged Property from the lien of the related Mortgage,
the Special Servicer shall have notified the Rating Agencies (subject to Section 3.28), the Directing Certificateholder,
the Majority Controlling Class Certificateholder, the Trustee, the Certificate Administrator and the Master Servicer, in writing
of its intention to so release all or a portion of such Mortgaged Property and the basis for the determination that such intention,
in the Special Servicer’s good faith judgment, was consistent with the Servicing Standard and (ii) if any Serviced Loan Combination
is involved, the holders of the related Serviced Companion Loan or their representatives shall have the rights, if any, in respect
thereof that are enumerated in the related Co-Lender Agreement.


 


(e)           The
Special Servicer shall report to the Trustee, the Master Servicer, the Majority Controlling Class Certificateholder, the Directing
Certificateholder and, in the case of a Mortgaged Property securing a Serviced Loan Combination, the related Serviced Companion
Loan Holder(s), as applicable) monthly in writing as to any actions taken by the Special Servicer with respect to any Mortgaged
Property as to which neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section
3.09(c) has been satisfied, in each case until the earliest to occur of satisfaction of either of such conditions, release
of the lien of the related Mortgage on such Mortgaged Property and the related Mortgage Loan’s (or, in the case of a Serviced
Loan Combination, each of the related Mortgage Loan and any related Serviced Companion Loan(s)) becoming a Corrected Mortgage Loan.


 


(f)            The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, with respect to any Specially Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if the state in which the related Mortgaged Property
is located and the terms of the subject Mortgage Loan permit such an action and shall, in accordance with the Servicing Standard,
seek such deficiency judgment if it deems advisable. The Special Servicer may, or the Master Servicer, at the direction of the
Special Servicer, shall, make a Servicing Advance for the costs incurred in pursuing any such deficiency action, provided
that neither the Special Servicer nor the Master Servicer shall be obligated in connection therewith to advance any funds, which
if so advanced would constitute a Nonrecoverable Advance.


 


(g)          
Annually in each January, the Master Servicer shall, with the reasonable cooperation of the Special Servicer, prepare and
file with the IRS on a timely basis the information returns with respect to the reports of foreclosures and abandonments and
reports relating to any cancellation of indebtedness income with respect to any Serviced Mortgage Loan, or Mortgaged Property
securing a Serviced Mortgage Loan and any Serviced Loan Combination, or Mortgaged Property securing a Mortgage Loan, required
by Sections 6050H (as applicable), 6050J and 6050P of the Code. Contemporaneously therewith, the Master Servicer shall
deliver a copy of such information returns to the Special Servicer and the Trustee.


 


(h)           As
soon as the Special Servicer makes a Final Recovery Determination (prior to the occurrence and continuance of a Control Termination
Event, such determination to be made in consultation with the Directing Certificateholder) and the related calculations to be subject
to the approval of such Directing Certificateholder (prior to the occurrence and continuance of a Control Termination


 



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Event) with
respect to any Mortgage Loan, Serviced Loan Combination or REO Property, it shall promptly notify the Certificate Administrator,
the Trustee, the Rating Agencies (subject to Section 3.28), the Master Servicer (unless it is the one making the determination)
and the Directing Certificateholder. The Special Servicer shall maintain accurate records, prepared by a Servicing Officer, of
each such Final Recovery Determination (if any) made by it and the basis thereof. Each such Final Recovery Determination (if any)
shall be evidenced by an Officer’s Certificate delivered to the Certificate Administrator, the Trustee, the Master Servicer
(unless it is the one making the determination) and the Directing Certificateholder, no later than ten (10) Business Days following
such Final Recovery Determination.


 


(i)            Notwithstanding
anything the contrary, to the extent that the Special Servicer acquires a Mortgaged Property that is a hospitality property on
behalf of the Trust and such hospitality property has a franchise or licensing agreement that requires a successor or replacement
franchisee or licensee to have a specified net worth, the Special Servicer shall, to the extent consistent with the Servicing Standard,
take all actions reasonably necessary to permit the Mortgaged Property to maintain its franchise or license with the same franchisor
or licensor in place prior to such foreclosure.


 


SECTION 3.10.          Trustee to
Cooperate; Release of Mortgage Files.


 


(a)           Upon
the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full
shall be escrowed or made in a manner customary for such purposes, the Master Servicer shall promptly so notify the Trustee and
the Custodian and, in the case of any Serviced Companion Loan, the Master Servicer shall promptly so notify any related Serviced
Companion Loan Holder, and request delivery to it or its designee of the related Mortgage File and request delivery to it or its
designee of the related Mortgage Note, as applicable (such notice and request to be effected by delivering to the Custodian a Request
for Release in the form of Exhibit F-1 attached hereto, which Request for Release shall be accompanied by the form of any
release or discharge to be executed by the Custodian and, in the case of a Serviced Companion Loan, the related Serviced Companion
Loan Holder, 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 and/or, in the case of any Serviced Pari Passu Companion Loan, in
the Serviced Pari Passu Companion Loan Custodial Account and/or, in the case of any Serviced Subordinate Companion Loan, in the
applicable Serviced A/B Loan Combination Custodial Account, as applicable, pursuant to Section 3.04 have been or will be
so deposited). Upon receipt of such Request for Release, the Custodian shall promptly release the related Mortgage File to the
Master Servicer or its designee and shall deliver to the Master Servicer or its designee such accompanying release or discharge,
duly executed. No expenses incurred in connection with preparing or recording any instrument of satisfaction or deed of reconveyance
shall be chargeable to a Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Serviced A/B Loan Combination
Custodial Account or the Distribution Account.


 


(b)           If
from time to time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special
Servicer shall otherwise require any Mortgage File (or any portion thereof) or, in the case of any Serviced Companion Loan, the
related Mortgage Note, then, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release
in the form of Exhibit F-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer
and receipt from the Special Servicer of a Request for Release in the form of Exhibit F-2 attached hereto, the Custodian
shall release such Mortgage File (or portion thereof) or such Mortgage Note to the Master Servicer or the Special Servicer, as
the case may be, or its designee.


 



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Upon return of such Mortgage File (or portion thereof) to the Person from whom it was obtained
as described above, or upon the Special Servicer’s delivery to such Person of an Officer’s Certificate stating that
(i) such Mortgage Loan was liquidated and all amounts received or to be received in connection with such liquidation that are required
to be deposited into the Collection Account and/or the Serviced Pari Passu Companion Loan Custodial Account and/or the applicable
Serviced A/B Loan Combination Custodial Account (if any) pursuant to Section 3.04 have been or will be so deposited or (ii)
such Mortgage Loan has become an REO Mortgage Loan, a copy of the Request for Release shall be returned to the Master Servicer
or the Special Servicer, as applicable, by the Person to whom it was delivered as described above.


 


(c)           Within
five (5) Business Days of the Special Servicer’s request therefor (or, in case of an exigency, within such shorter period
as is reasonable under the circumstances), the Trustee and, in the case of a Serviced Loan Combination, any related Serviced Companion
Loan Holder shall execute and deliver to the Special Servicer, in the form supplied to the Trustee or any related Serviced Companion
Loan Holder(s), as applicable, by the Special Servicer, any court pleadings, requests for trustee’s sale or other documents
reasonably necessary, with respect to any Mortgage Loan, to the foreclosure or trustee’s sale in respect of the related Mortgaged
Property or to any legal action brought to obtain judgment against the related Borrower on the Mortgage Note 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 or to defend any legal action or counterclaim filed against the Trust, the Master Servicer, the Special
Servicer, any related Serviced Companion Loan Holder(s); provided that the Trustee and each such related Serviced Companion
Loan Holder may alternatively execute and deliver to the Special Servicer, in the form supplied to the Trustee and such Serviced
Companion Loan Holder, as applicable, by the Special Servicer, a limited power of attorney issued in favor of the Special Servicer
(including any Subsidiary Servicer), subject to Section 3.01(b), and empowering the Special Servicer (including any Subsidiary
Servicer) to execute and deliver any or all of such pleadings or documents on behalf of the Trustee and any Serviced Companion
Loan Holder (however, neither the Trustee nor any Serviced Companion Loan Holder shall be liable for any misuse of such power of
attorney by the Special Servicer (or any Subsidiary Servicer)). Together with such pleadings or documents (or such power of attorney),
the Special Servicer shall deliver to the Trustee or such Serviced Companion Loan Holder an Officer’s Certificate requesting
that such pleadings or documents (or such power of attorney) be executed by the Trustee or such Serviced Companion Loan Holder
and certifying as to the reason such pleadings or documents are required and that the execution and delivery thereof by the Trustee
or such Serviced Companion Loan Holder (or by the Special Servicer (or Subsidiary Servicer) on behalf of such Person) 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. Within five (5) Business Days following receipt, the Trustee shall forward any documents it receives related
to the servicing of the Mortgage Loans (including but not limited to any court pleadings and other documents related to legal action
involving any Borrower or Mortgaged Property) to the Special Servicer. Upon delivery of such documents, the Trustee shall not be
liable for any loss, claim or expense related to any failure by the Special Servicer to process such documentation in a timely
fashion. Any document delivered to the Special Servicer shall be deemed to have been duly delivered when delivered via overnight
carrier to the address of such party as set forth in Section 11.05.


 


(d)           If
from time to time, pursuant to the terms of an Co-Lender Agreement and the related Non-Serviced Pooling and Servicing Agreement
related to a Non-Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Serviced
Mortgage Loan, the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer or other


 



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similar party requests
delivery to it of the original Mortgage Note for such Non-Serviced Mortgage Loan, then such party shall deliver a Request for Release
in the form of Exhibit F-1 attached hereto to the Custodian and the Custodian shall release or cause the release of such
original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for
a Non-Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate
to evidence the holding by the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer or such other similar
party, as the case may be, of such original Mortgage Note as custodian on behalf of and for the benefit of the Trustee.


 


SECTION 3.11.          Master Servicing
and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations
of the Trustee Regarding Back-up Servicing Advances.


 


(a)           As
compensation for its activities hereunder, the Master Servicer shall be entitled to receive (i) the Servicing Fee (other than any
other Primary Servicing Fee payable to any other primary servicer with respect to a Non-Serviced Mortgage Loan) with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan), and each successor REO Mortgage Loan thereto and (ii) the
Pari Passu Primary Servicing Fee with respect to each Serviced Companion Loan (including if such Serviced Companion Loan is a Specially
Serviced Mortgage Loan) and each successor REO Mortgage Loan thereto. As to each such Mortgage Loan and REO Mortgage Loan, for
each calendar month (commencing with March 2017) or any applicable
portion thereof, the Servicing Fee shall accrue at the related Servicing Fee Rate (or, in the case of a Serviced Pari Passu Companion
Loan, the Pari Passu Primary Servicing Fee shall accrue at the applicable Pari Passu Primary Servicing Fee Rate) on the Stated
Principal Balance of such Mortgage Loan, Serviced Companion Loan or such REO Mortgage Loan, as the case may be, and shall be calculated
on the same Interest Accrual Basis as is applicable to such Mortgage Loan, Serviced Companion Loan or REO Mortgage Loan, as the
case may be, and for the same number of days respecting which any related interest payment due on such Mortgage Loan, Serviced
Companion Loan or deemed to be due on such REO Mortgage Loan is computed under the terms of the related Mortgage Note (as such
terms may be changed or modified at any time following the Closing Date) and applicable law. For the avoidance of doubt, with respect
to any Non-Serviced Mortgage Loan, the portion of the Servicing Fee constituting the Primary Servicing Fee shall be retained by
or payable to the related primary servicer. To the extent attributable to a Mortgage Loan, the Servicing Fee with respect to any
Mortgage Loan or any REO Mortgage Loan shall cease to accrue (but not as to any Replacement Mortgage Loan with respect thereto)
if a Liquidation Event occurs in respect of such Mortgage Loan. Furthermore, to the extent attributable to any Serviced Companion
Loan or any REO Mortgage Loan with respect thereto, the Servicing Fee or Pari Passu Primary Servicing Fee shall cease to accrue
if a Liquidation Event occurs in respect of the related Mortgage Loan. Servicing Fees and Pari Passu Primary Servicing Fees earned
with respect to any Mortgage Loan, Serviced Companion Loan or any REO Mortgage Loan shall be payable monthly from payments of interest
on such Mortgage Loan, Serviced Companion Loan or REO Revenues allocable as interest on such REO Mortgage Loan, as the case may
be. The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or any REO Mortgage
Loan out of the portion any related Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as interest on
such Mortgage Loan or REO Mortgage Loan, as the case may be and, to the extent such amounts are not sufficient to pay accrued Servicing
Fees on any Mortgage Loan and a Liquidation Event has occurred with respect to such Mortgage Loan, from general collections on
the Mortgage Loans on deposit in the Collection Account. Pari Passu Primary Servicing Fees earned with respect to a Serviced Pari
Passu Companion Loan (or any


 



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successor REO Mortgage Loan with respect thereto) shall be payable out of the related Serviced Pari
Passu Companion Loan Custodial Account as provided in Section 3.05(f), and Servicing Fees earned with respect to a Serviced
Subordinate Companion Loan and its related Serviced Mortgage Loan shall be payable out of the related Serviced A/B Loan Combination
Custodial Account as provided in Section 3.05(g) (and Servicing Fees earned with respect to a Serviced Mortgage Loan in
a Serviced A/B Loan Combination shall also be payable out of the Collection Account as provided in Section 3.05(a)(I).


 


Wells Fargo Bank, National
Association, as Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at
its own expense, to transfer, sell, pledge or otherwise assign its Excess Servicing Fee Rights in whole (but not in part), in either
case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan), provided that no such
transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from
the registration and/or qualification requirements of the Securities Act and any applicable state and foreign securities laws and
is otherwise made in accordance with the Securities Act and such state and foreign securities laws, (ii) the prospective transferor
shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit F-3A hereto, and (iii)
the prospective transferee shall have delivered to Wells Fargo Bank, National Association, and the Depositor a certificate substantially
in the form attached as Exhibit F-3B hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated
to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action
not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right
without registration or qualification. Wells Fargo Bank, National Association, and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Wells Fargo Bank,
National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing
Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person,
to indemnify the Certificateholders, the Trust, the Depositor, the Placement Agents, the Certificate Administrator, the Trustee,
the Custodian, the Master Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if
such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal, state
and foreign securities laws or is not made in accordance with such federal, state and foreign laws or in accordance with the foregoing
provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed
not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or
other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or
if at any time Wells Fargo Bank, National Association shall no longer be the Master Servicer but shall retain an Excess Servicing
Fee Right, the Person then acting as the Master Servicer shall pay, out of each amount paid to the Master Servicer as Servicing
Fees with respect to each subject Mortgage Loan, Serviced Companion Loan or REO Mortgage Loan, as the case may be, the related
Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing
Fees to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master
Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special
Servicer, the Trustee, the Custodian or the Tax Administrator shall have any obligation whatsoever regarding payment of the Excess
Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 






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The Master Servicer’s
right to receive the Servicing Fees and any Pari Passu Primary Servicing Fee to which it is entitled may not be transferred in
whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations
under this Agreement and except as otherwise expressly provided herein, including as contemplated by the prior paragraph.


 


(b)           The
Master Servicer shall be entitled to receive the following items as additional servicing compensation, in each case, related to
a Mortgage Loan or Serviced Companion Loan (the following items, collectively, “Additional Master Servicing Compensation”):


 


(i)            100%
of defeasance fees actually collected during the related Collection Period;


 


(ii)           (x)
50% of Modification Fees actually collected during the related Collection Period with respect to Performing Serviced Mortgage Loans
and the Performing Serviced Companion Loan and paid in connection with a consent, approval or other action that the Master Servicer
is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under
the other provisions of this Agreement and (y) 100% of Modification Fees actually collected during the related Collection Period
with respect to Performing Serviced Mortgage Loans and the Performing Serviced Companion Loan and paid in connection with a consent,
approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under the other provisions of this Agreement;


 


(iii)          (x)
100% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the
Performing Serviced Companion Loan in connection with a consent, approval or other action that the Master Servicer is permitted
to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions
of this Agreement, and (y) 50% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced
Mortgage Loans and the Performing Serviced Companion Loan in connection with a consent, approval or other action that the Master
Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under the other provisions of this Agreement;


 


(iv)          100%
of Assumption Application Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans
and the Performing Serviced Companion Loan;


 


(v)           (x)
100% of consent fees on Performing Serviced Mortgage Loans and the Performing Serviced Companion Loan in connection with a consent
that involves no modification, waiver or amendment of the terms of any Mortgage Loan and the Performing Serviced Companion Loan
and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or
deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and (y) 50% of consent fees on
Performing Serviced Mortgage Loans and the Performing Serviced Companion Loan in connection with a consent that involves no modification,
waiver or amendment of the terms of any Mortgage Loan and the Performing Serviced Companion Loan and is paid in connection with
a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under the other provisions of this Agreement;


 






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(vi)          any
and all amounts collected for checks returned for insufficient funds on all Serviced Mortgage Loans and any Serviced Companion
Loan;


 


(vii)         100%
of charges for beneficiary statements or demands actually paid by the Borrowers under the Performing Serviced Mortgage Loans and
the Performing Serviced Companion Loan;


 


(viii)        (x)
100% of other loan processing fees actually paid by the Borrowers under the Performing Serviced Mortgage Loans and the Performing
Serviced Companion Loan to the extent that the consent of the Special Servicer is not required in connection with the associated
action and (y) 50% of other loan processing fees actually paid by the Borrowers under the Performing Serviced Mortgage Loans and
the Performing Serviced Companion Loan to the extent that the consent of the Special Servicer is required in connection with the
associated action;


 


(ix)           any
Prepayment Interest Excesses arising from any principal prepayments on the Mortgage Loans;


 


(x)            interest
or other income earned on deposits in the Investment Accounts maintained by the Master Servicer, in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to any such Investment Account for each
Collection Period and, further, in the case of a Servicing Account or Reserve Account, only to the extent such interest or other
income is not required to be paid to any Borrower under applicable law or under the related Mortgage Loan Documents); and


 


(xi)           a
portion of Net Default Charges as set forth in Section 3.25.


 


To the extent that any
of the amounts described in clauses (i) through (ix) in the preceding paragraph are collected by the Special Servicer,
the Special Servicer shall promptly pay such amounts to the Master Servicer.


 


The Master Servicer shall
be permitted to waive the payment of any assumption fee to which it is entitled.


 


(c)           As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive monthly the Special Servicing Fee
with respect to each Specially Serviced Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest
therein represented by the related Mortgage Loan and interest therein represented by the related Serviced Companion Loan), and
each successor REO Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest therein represented by
the related Mortgage Loan and the interest therein represented by the related Serviced Companion Loan) thereto that relates to
an Administered REO Property. As to each such Specially Serviced Mortgage Loan and REO Mortgage Loan (in the case of a Serviced
Loan Combination, including both the interest therein represented by the related Mortgage Loan and the interest therein represented
by the related Serviced Companion Loan), for any particular calendar month or applicable portion thereof, the Special Servicing
Fee shall accrue at the Special Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced Mortgage Loan or
such REO Mortgage Loan, as the case may be, and shall be calculated on the same Interest Accrual Basis as is applicable for such
Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, and for the same number of days respecting which any
related interest payment due on such Specially Serviced Mortgage Loan or


 



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deemed to be due on such REO Mortgage Loan is computed
under the terms of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing Date)
and applicable law. To the extent attributable to a Mortgage Loan, the Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of the date a Liquidation Event occurs in respect
of such Mortgage Loan or, in the case of such a Specially Serviced Mortgage Loan, as of the date it becomes a Corrected Mortgage
Loan.


 


(d)           To
the extent attributable to a Serviced Companion Loan, the Special Servicing Fee with respect to any Specially Serviced Mortgage
Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of the date a Liquidation Event occurs in respect of the
related Mortgage Loan or REO Property included in the same Serviced Loan Combination or, in the case of such a Specially Serviced
Mortgage Loan, as of the date it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees with respect to Mortgage
Loans that are Specially Serviced Mortgage Loans and REO Mortgage Loans shall be payable (pursuant to Section 3.05(a)) monthly
first out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then out of general collections
on the Mortgage Loans and any REO Properties on deposit in the applicable Collection Account and earned but unpaid Special Servicing
Fees with respect to a Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto shall be payable in accordance
with the related Co-Lender Agreement and first, out of the proceeds of such Serviced Loan Combination on deposit in the Collection
Account and/or the related Serviced Pari Passu Companion Loan Custodial Account and/or the Serviced A/B Loan Combination Custodial
Account (as applicable) and then out of general collections in the Collection Account (following which, the Special Servicer shall
use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Co-Lender
Agreement to obtain reimbursement from the related Serviced Companion Loan Holder (or if any Serviced Pari Passu Companion Loan
is held by an Other Securitization, from such Other Securitization) of such Serviced Companion Loan’s allocable share of
such Special Servicing Fees to the extent so paid from general collections in the Collection Account).


 


As further compensation
for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Serviced Mortgage
Loan and any related Serviced Companion Loan that is a Corrected Mortgage Loan, unless the basis on which the related Serviced
Mortgage Loan became a Corrected Mortgage Loan was the remediation of a circumstance or condition relating to the Mortgage Loan
Seller’s obligation to repurchase the related Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement, as applicable,
in which case, if such Mortgage Loan is repurchased within the Initial Resolution Period (and, if applicable any Resolution Extension
Period as is permitted under Section 2.03) no Workout Fee will be payable from or based upon the receipt of, any Purchase
Price paid by the Mortgage Loan Seller in satisfaction of such repurchase obligation. As to each such Corrected Mortgage Loan,
the Workout Fee shall be payable out of, and shall be calculated by application of the Workout Fee Rate to, each payment of interest
(other than Default Interest) and principal received from the related Borrower on such Corrected Mortgage Loan for so long as it
remains a Corrected Mortgage Loan, except that any Workout Fees earned with respect to any Serviced Loan Combination or any successor
REO Mortgage Loan with respect thereto and attributable to the related Serviced Companion Loan shall be payable in accordance with
the related Co-Lender Agreement and solely out of the proceeds of such Serviced Companion Loan; provided that any Workout Fees
earned with respect to a Serviced Companion Loan or any successor REO Mortgage Loan with respect thereto will be payable out of
any proceeds on or with respect to such Serviced Companion Loan and/or the related Serviced Companion Loan Holder’s share
of proceeds on such related REO Property prior to any proceeds on or


 



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with respect to the Mortgage Loan and/or the Trust Fund’s
share of proceeds on such related REO Property as otherwise described above.


 


As further compensation
for its activities hereunder, the Special Servicer shall also be entitled to receive a Liquidation Fee with respect to each Specially
Serviced Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest therein represented by the related
Mortgage Loan and the interest therein represented by the related Serviced Companion Loan) as to which any full, partial or discounted
payoff is received from the related Borrower and with respect to each Specially Serviced Mortgage Loan or Administered REO Property
(in the case of a Serviced Loan Combination, including both the interest therein represented by the related Mortgage Loan and the
interest therein represented by the related Serviced Companion Loan) as to which the Special Servicer receives any Condemnation
Proceeds, Insurance Proceeds or Liquidation Proceeds and (without duplication) each Serviced Mortgage Loan (or Serviced Loan Combination,
as applicable) as to which the Special Servicer otherwise receives any Liquidation Proceeds (in each case, other than in connection
with (A) the purchase or other acquisition of any Serviced Mortgage Loan or REO Mortgage Loan by any Controlling Class Certificateholder(s),
the Sole Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01, (B) (i) the repurchase
or replacement of any Serviced Mortgage Loan by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement as a
result of a Material Breach or Material Document Defect, if the repurchase or replacement occurs prior to the end of the period,
as the same may be extended, in which the Mortgage Loan Seller must cure, repurchase or substitute for such Serviced Mortgage Loan,
or (ii) the repurchase or replacement of any Serviced Pari Passu Companion Loan by a responsible repurchase party pursuant to the
related mortgage loan purchase agreement as a result of a material breach or material document defect thereunder, if the repurchase
or replacement occurs prior to the end of the period, as the same may be extended, in which such responsible repurchase party must
cure, repurchase or substitute for such Serviced Pari Passu Companion Loan, (C) in the case of a Mortgage Loan included in a Serviced
Loan Combination or any related Administered REO Property, the purchase or other acquisition of any such Specially Serviced Mortgage
Loan or Administered REO Property by any related Serviced Pari Passu Companion Loan Holder pursuant to or as contemplated by Section
3.26 (provided that a Liquidation Fee shall be payable in connection with such a purchase by a Serviced Companion Loan
Holder relating to a Serviced Loan Combination pursuant to the defaulted loan purchase option granted to it under the related Co-Lender
Agreement if the purchase occurs more than ninety (90) days after the later of (x) the date when the related Mortgage Loan becomes
a Specially Serviced Mortgage Loan and (y) the date when such Serviced Companion Loan Holder receives notice from the Special Servicer
that such transfer to special servicing has occurred) or (D) the purchase of any such Specially Serviced Mortgage Loan or Administered
REO Property by any other creditor of the related Borrower or any of its Affiliates or other equity holders pursuant to a right
under the related Mortgage Loan Documents (provided that such right is exercised within ninety (90) days and in the manner
required under such Mortgage Loan Documents). As to each such Specially Serviced Mortgage Loan or Administered REO Property for
which the Special Servicer is entitled to a Liquidation Fee as set forth above, such Liquidation Fee shall be payable out of, and
shall be calculated by application of the Liquidation Fee Rate to, any such full, partial or discounted payoff, Condemnation Proceeds,
Insurance Proceeds and/or Liquidation Proceeds received or collected in respect thereof (other than any portion of such payment
or proceeds that represents Default Charges); provided, however, that any Liquidation Fees earned with respect to
a Serviced Companion Loan in a Serviced Loan Combination shall be payable out of any collections on or with respect to such related
Serviced Companion Loan and/or the related Serviced Companion Loan Holder’s share of collections on any related Administered
REO Property prior to payment out of any collections otherwise described above. The Liquidation Fee with respect to any


 



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such Specially
Serviced Mortgage Loan will not be payable if such Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan.


 


The Special Servicer’s
right to receive any Special Servicing Fee, Workout Fee and/or Liquidation Fee to which it is entitled 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 and except as otherwise expressly provided herein, including as provided in the next sentence. Notwithstanding
anything herein to the contrary, the Special Servicer may enter into one or more arrangements with the Majority Controlling Class
Certificateholder and/or the Directing Certificateholder, or any other Person(s) that may be entitled to remove or replace the
Special Servicer, to provide for the payment by the Special Servicer to such party or parties of certain of the Special Servicer’s
compensation hereunder, whether in consideration of the Special Servicer’s appointment or continuation of appointment as
Special Servicer in connection with this Agreement or the related Co-Lender Agreement, limitations on such parties’ right
to terminate or replace the Special Servicer in connection with this Agreement or the related Co-Lender Agreement or otherwise.
If the Special Servicer exercises the authority set forth in the preceding sentence, any and all obligations pursuant to any such
agreement shall constitute obligations solely of the Special Servicer and not of any other party hereto. If the Special Servicer
enters into such an agreement and one or more other Person(s) thereafter becomes the applicable Majority Controlling Class Certificateholders
and/or the Directing Certificateholder, or becomes entitled to remove or replace the Special Servicer, as applicable, such agreement
shall not be binding on such other Person(s), nor may it limit the rights that otherwise inure to the benefit of such other Person(s)
as the Majority Controlling Class Certificateholder and/or the Directing Certificateholder, as applicable, or as a party otherwise
entitled to remove or replace the Special Servicer, in the absence of such other Persons(s)’ express written consent, which
may be granted or withheld in their sole discretion.


 


(e)           The
Special Servicer shall be entitled to receive the following items as additional special servicing compensation (the following items,
collectively, the “Additional Special Servicing Compensation”):


 


(i)          100%
of Modification Fees actually collected during the related Collection Period with respect to any Specially Serviced Mortgage Loans
(and any related Serviced Companion Loan) or REO Mortgage Loans;


 


(ii)         50%
of Modification Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and Performing
Serviced Companion Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take
in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of
this Agreement;


 


(iii)        (x)
100% of Assumption Fees collected during the related Collection Period with respect to Specially Serviced Mortgage Loans, and (y)
50% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and Performing
Serviced Companion Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take
in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of
this Agreement;


 






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(iv)            100%
of Assumption Application Fees collected during the related Collection Period with respect to Specially Serviced Mortgage Loans;


 


(v)             (x)
100% of consent fees on Specially Serviced Mortgage Loans in connection with a consent that involves no modification, waiver or
amendment of the terms of any Mortgage Loan or Serviced Companion Loan, and (y) 50% of consent fees on Performing Serviced Mortgage
Loans and Performing Serviced Companion Loans in connection with a consent that involves no modification, waiver or amendment of
the terms of any Serviced Mortgage Loan or Serviced Companion Loan and is paid in connection with a consent that the Master Servicer
is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under
the other provisions of this Agreement;


 


(vi)            100%
of charges for beneficiary statements or demands actually paid by the Borrowers under the Mortgage Loans that are Specially Serviced
Mortgage Loans;


 


(vii)           (x)
50% of other loan processing fees actually paid by the Borrowers under any Serviced Mortgage Loan or Serviced Companion Loan that
are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with
the associated action, and (y) 100% of other loan processing fees actually paid by the Borrowers under the Mortgage Loans that
are Specially Serviced Mortgage Loans;


 


(viii)          interest
or other income earned on deposits in any REO Account and the Loss of Value Reserve Fund maintained by the Special Servicer, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO
Account for each Collection Period); and


 


(ix)            a
portion of Net Default Charges as set forth in Section 3.25.


 


To the extent that any
of the amounts described in clauses (i) through (vii) of the preceding paragraph are collected by the Master Servicer,
the Master Servicer shall promptly pay such amounts to the Special Servicer and shall not be required to deposit such amounts in
the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, the applicable Serviced A/B Loan Combination
Custodial Account pursuant to Section 3.04.


 


The Special Servicer
shall be permitted to waive the payment of any assumption fee to which it is entitled.


 


(f)       The
Master Servicer and the Special Servicer shall each be required (subject to Section 3.11(h) below) to pay out of its own
funds all expenses incurred by it in connection with its servicing activities hereunder (including payment of any amounts due and
owing to any of Sub-Servicers retained by it (including any termination fees) and the premiums for any blanket policy or the standby
fee or similar premium, if any, for any master force placed policy obtained by it insuring against hazard losses pursuant to Section
3.07(b)), if and to the extent such expenses are not payable directly out of any Collection Account, the Serviced Pari Passu
Companion Loan Custodial Account, any Serviced A/B Loan Combination Custodial Account, any Servicing Account, Reserve Account or
REO Account, and neither


 






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the Master Servicer nor the Special Servicer shall be entitled to reimbursement for any such expense incurred
by it except as expressly provided in this Agreement. If the Master Servicer is required to make any Servicing Advance hereunder
at the discretion of the Special Servicer in accordance with Section 3.19 or otherwise, the Special Servicer shall promptly provide
the Master Servicer with such documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request.


 


(g)      If
the Master Servicer or, as contemplated by Section 3.19, the Special Servicer is required under this Agreement to make a
Servicing Advance, but fails to do so within ten (10) days after such Advance is required to be made, the Trustee shall, if it
has actual knowledge of such failure on the part of the Master Servicer or the Special Servicer, as the case may be, give written
notice of such failure to the defaulting party. If such Advance is not made by the Master Servicer or the Special Servicer, as
the case may be, within one Business Day after receipt of such written notice, then (subject to Section 3.11(h) below) the
Trustee shall make such Advance.


 


(h)      The
Master Servicer, the Special Servicer and the Trustee shall each be entitled to receive interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of each Servicing Advance made thereby (with its own funds), for so long as such Servicing
Advance is outstanding (it being acknowledged that Advance Interest shall not accrue on Unliquidated Advances related to prior
Servicing Advances). Such interest with respect to any Servicing Advances shall be payable: (i) first, in accordance with Sections
3.05 and 3.25, out of any Default Charges subsequently collected on or in respect of the particular Serviced Mortgage Loan,
Serviced Loan Combination or Administered REO Property as to which such Servicing Advance relates; and (ii) then, after such Servicing
Advance is reimbursed, but only if and to the extent that such Default Charges are insufficient to cover such Advance Interest,
out of general collections on the Mortgage Loans and REO Properties on deposit in the Collection Account; provided, however, that
any Advance Interest on a Servicing Advance with respect to a Serviced A/B Loan Combination shall be payable first, out
of any collections on or with respect to the related B Note and/or the related Subordinate Companion Loan Holder’s, as applicable,
share of collections on any related REO Property prior to payment out of any collections otherwise described in clause (ii) above.
The Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse itself, the Special Servicer or the Trustee,
as appropriate, for any Servicing Advance made by any such Person with respect to any Serviced Mortgage Loan or Administered REO
Property as soon as practicable after funds available for such purpose are deposited in the Collection Account, the Serviced Pari
Passu Companion Loan Custodial Account or the Serviced A/B Loan Combination Custodial Account, as applicable.


 


(i)       Notwithstanding
anything to the contrary set forth herein, none of the Master Servicer, the Special Servicer or the Trustee shall be required to
make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance. The determination by any Person
with an obligation hereunder to make Servicing Advances that it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made by such Person in its reasonable,
good faith judgment. In making such recoverability determination, such Person will be entitled to consider (among other things)
the obligations of the Borrower under the terms of the related Serviced Mortgage Loan or Serviced Loan Combination as it may have
been modified, to consider (among other things) the related Mortgaged Properties in their “as is” or then current conditions
and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider
(among other things) the timing of recoveries. In addition, any Person, in considering whether a Servicing Advance is a


 






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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 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 proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. Upon determination that any such Servicing
Advance is a Nonrecoverable Advance (on the basis set forth in the prior sentence), the Master Servicer shall, in accordance with
the Servicing Standard, provide written notice to the Directing Certificateholder. In addition, any such Person may update or change
its recoverability determinations at any time and may obtain any analysis, Appraisals or market value estimates or other information
in the possession of the Special Servicer for such purposes. Any determination by any Person with an obligation hereunder to make
Servicing Advances that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute
a Nonrecoverable Servicing Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Depositor, the
Certificate Administrator, the Trustee (unless it is the Person making such determination), the Special Servicer, the Majority
Controlling Class Certificateholder and the Directing Certificateholder and, if any Serviced Loan Combination is involved, the
Serviced Companion Loan Holder(s) (or Other Master Servicer), setting forth the basis for such determination, accompanied by a
copy of any Appraisal of the related Mortgaged Property or REO Property performed within the 12 months preceding such determination
by a Qualified Appraiser or Qualified Reviewer, and, if such reports were used by the Master Servicer or the Trustee to determine
that any Servicing Advance is or would be nonrecoverable, further accompanied by any other information, including engineers’
reports, environmental surveys or similar reports, that the Person making such determination may have obtained. Notwithstanding
the foregoing, absent bad faith, any such determination as to the recoverability of any Servicing Advance shall be conclusive and
binding on the Certificateholders and, in all cases, the Trustee shall be entitled to conclusively rely on any determination of
nonrecoverability that may have been made by the Master Servicer or Special Servicer or, if appropriate, any party under the related
Non-Serviced Servicing Agreement (in the case of a Non-Serviced Mortgage Loan), and the Master Servicer and the Special Servicer
shall each be entitled to conclusively rely on any determination of nonrecoverability that may have been made by the other such
party or, if appropriate, any party under the related Non-Serviced Servicing Agreement (in the case of a Non-Serviced Mortgage
Loan) with respect to a particular Servicing Advance for any Serviced Mortgage Loan, Serviced Loan Combination or Administered
REO 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 Mortgage Loans and Administered REO Properties as such party required to make
Servicing Advances may reasonably request. A copy of any such Officer’s Certificate (and accompanying information) of the
Master Servicer shall also be delivered promptly to the Special Servicer, a copy of any such Officer’s Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the Master Servicer for the subject Serviced Mortgage
Loan, Serviced Loan Combination or Administered REO Property, and a copy of any such Officer’s Certificates (and accompanying
information) of the Trustee shall also be promptly delivered to the Certificate Administrator, the Directing Certificateholder,
the Majority Controlling Class Certificateholder, the Special Servicer, the Master Servicer and, if a Serviced Loan Combination
is involved, the related Serviced Companion Loan Holder(s). The Master Servicer and the Special Servicer shall consider Unliquidated
Advances in respect of prior Servicing Advances as outstanding Advances for purposes of recoverability determinations as if such
Unliquidated Advance were a Servicing Advance.


 



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The Special Servicer
shall also be entitled to make (but shall not be obligated to make or not make) a determination (subject to the same standards
and procedures that apply in connection with a determination by the Master Servicer) to the effect that a prior Servicing Advance
(or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer or the Special Servicer (or, if applicable,
the Trustee) constitutes a Nonrecoverable Servicing Advance or that any proposed Servicing Advance by the Master Servicer or the
Special Servicer (or, if applicable, the Trustee), if made, would constitute a Nonrecoverable Servicing Advance, in which case,
after written notice of such determination by the Special Servicer to the Master Servicer and the Trustee, such determination shall
be conclusive and binding on the Master Servicer and the Trustee and such Servicing Advance shall constitute a Nonrecoverable Servicing
Advance for all purposes of this Agreement. The preceding statement shall not be construed to limit the provision set forth in
Section 3.19(b) to the effect that 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 Servicing Advance is not a Nonrecoverable Advance upon
which the Master Servicer and/or the Trustee, as applicable, is entitled, but not required, to rely.


 


(j)        Notwithstanding
anything to the contrary set forth herein, the Master Servicer may (and, at the direction of the Special Servicer if a Serviced
Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Mortgage Loan or an Administered REO Property is involved,
shall) pay directly out of the Collection Account any servicing expense that, if paid by the Master Servicer or the Special Servicer,
would constitute a Nonrecoverable Servicing Advance for the subject Serviced Mortgage Loan, Serviced Loan Combination or REO Property;
provided that (A) it shall be a condition to such payment that the Master Servicer (or the Special Servicer, if a Specially Serviced
Mortgage Loan or an Administered REO Property is involved) has determined in accordance with the Servicing Standard that making
such payment is in the best interests of the Certificateholders and, if applicable, any Serviced Companion Loan Holders (as a collective
whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate
Companion Loan)), as evidenced by an Officer’s Certificate delivered promptly to the Depositor, the Certificate Administrator,
the Trustee, the Majority Controlling Class Certificateholder and the Directing Certificateholder, and if any Serviced Loan Combination
is involved, the related Serviced Companion Loan Holder(s), setting forth the basis for such determination and accompanied by any
information that such Person may have obtained that supports such determination; (B) if such servicing expense relates to any Serviced
Loan Combination, the payment of such expense shall be subject to the proviso at the end of the first paragraph of Subsection (I)
of Section 3.05(a); and (C) such servicing expense shall be deemed to constitute a Nonrecoverable Advance for purposes of Subsection
(II)(iv) of Section 3.05(a) and the definition of “Principal Distribution Amount” and the terms and conditions set
forth in such Subsection that are applicable to Nonrecoverable Advances shall apply to such servicing expense. A copy of any such
Officer’s Certificate (and accompanying information) of the Master Servicer shall also be delivered promptly to the Directing
Certificateholder (and, if any Serviced Loan Combination is involved, the related Serviced Companion Loan Holder(s)) and the Special
Servicer, and a copy of any such Officer’s Certificate (and accompanying information) of the Special Servicer shall also
be promptly delivered to the Master Servicer and the Directing Certificateholder (and, if any Serviced Loan Combination is involved,
the related Serviced Companion Loan Holder(s)).


 


(k)       If
any Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Securitization
Date, the Special Servicer shall service and administer the related Servicing Shift Loan Combination and any related REO Property
in the same manner as any other Specially Serviced Mortgage Loan or REO Property and shall be entitled to all rights and compensation
earned with respect to such Serviced Loan Combination as Special Servicer of such


 






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Serviced Loan Combination. If any Servicing Shift
Loan Combination is still a Specially Serviced Mortgage Loan on the related Servicing Shift Securitization Date, the related Non-Serviced
Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Loan Combination
as if the Special Servicer were being terminated as Special Servicer and such Non-Serviced Special Servicer were replacing it as
the successor special servicer pursuant to Section 6.05.


 


SECTION 3.12.     Property Inspections;
Collection of Financial Statements.


 


(a)       The
Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property securing a Specially Serviced
Mortgage Loan as soon as practicable (but in any event not later than sixty (60) days) after the subject Serviced Mortgage Loan
becomes a Specially Serviced Mortgage Loan (and the Special Servicer shall continue to perform or cause to be performed a physical
inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the subject Serviced Mortgage
Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that the
Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection
with each such inspection as Servicing Advances or otherwise as contemplated by Section 3.05(a). The Master Servicer shall,
at its own expense, inspect or cause to be inspected each Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) every calendar year beginning in 2018, or every second calendar year beginning in 2018 if the unpaid principal balance
of the related Mortgage Loan (or the portion thereof allocated to such Mortgaged Property) is less than $2,000,000; provided
that with respect to any Serviced Mortgage Loan (other than a Specially Serviced Mortgage Loan) that has an unpaid principal balance
of less than $2,000,000 and has been placed on the CREFC® Servicer Watch List, the Master Servicer shall, at the
request and expense of the Directing Certificateholder, inspect or cause to be inspected the related Mortgaged Property every calendar
year beginning in 2018 so long as such Mortgage Loan continues to be on the CREFC® Servicer Watch List; and provided,
further, that the Master Servicer will not be obligated to inspect any particular Mortgaged Property during any one-year
or two-year, as applicable, period contemplated above in this sentence, if the Special Servicer has already done so during that
period pursuant to the preceding sentence or on any date when the related Mortgage Loan is a Specially Serviced Mortgage Loan.
Each of the Master Servicer and the Special Servicer shall prepare (and, promptly following preparation, if there has been a material
adverse change in the condition of the subject Mortgaged Property or REO Property, as applicable), deliver to the Trustee, the
Majority Controlling Class Certificateholder, the Directing Certificateholder, the Master Servicer (if prepared by or on behalf
of the Special Servicer) or Special Servicer (if prepared by or on behalf of the Master Servicer) (and, if a Mortgaged Property
or REO Property relates to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) if and to the extent required
under the applicable Co-Lender Agreement), and the Rating Agencies (subject to Section 3.28) a written report of each such
inspection performed by it or on its behalf that sets forth in detail the condition of the subject Mortgaged Property and that
specifies the occurrence or existence of: (i) any vacancy in the Mortgaged Property that is, in the reasonable judgment of the
Master Servicer or Special Servicer (or its respective designee), as the case may be, material and is evident from such inspection,
(ii) any abandonment of the Mortgaged Property of which it is aware, (iii) any change in the condition or value of the Mortgaged
Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or its respective designee), as the case
may be, material and is evident from such inspection, (iv) any material waste on or deferred maintenance in respect of the Mortgaged
Property that is evident from such inspection or (v) any material capital improvements made that are evident from such inspection.
Such report may be in the form of the standard property inspection report (or such other form for the presentation of such information)
as may from time to time be recommended by the CREFC® for


 






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commercial mortgage-backed securities transactions generally.
Each of the Master Servicer and the Special Servicer shall deliver to the Certificate Administrator and the Trustee (and to the
Master Servicer, if done by the Special Servicer and to the Special Servicer, if done by the Master Servicer) and, upon request,
to the Directing Certificateholder, the Majority Controlling Class Certificateholder and, if applicable, any related Serviced Companion
Loan Holder, a copy (or image in suitable electronic media) of each such written report prepared by it, in each case within thirty
(30) days following the request (or, if later or if request is not required, within thirty (30) days following the later of completion
of the related inspection if the inspection is performed by the Master Servicer or Special Servicer, as appropriate, or receipt
of the related inspection report if the inspection is performed by a third party).


 


(b)      Commencing
with respect to the calendar year ending December 31, 2017 (as to annual information) and the calendar quarter ending on June 30,
2017 (as to quarterly information), the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer,
in the case of each Performing Serviced Mortgage Loan, shall make reasonable efforts to collect promptly from each related Borrower
quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial
statements of such Borrower, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan
Documents. The Master Servicer shall deliver images in suitable electronic media of all of the foregoing items so collected or
obtained by it to the Persons and in the time and manner set forth in Section 4.02(d). In addition, the Special Servicer
shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each Administered
REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver images in
suitable electronic media of all of the foregoing items so collected or obtained by it to the Master Servicer, the Majority Controlling
Class Certificateholder, the Directing Certificateholder and, if any Serviced Loan Combination is involved, the related Serviced
Companion Loan Holder(s) if and to the extent required under the applicable Co-Lender Agreement, within ten (10) days of its receipt
thereof. Upon the request of any Rating Agency to receive copies of any portion of such items specified in this Section 3.12(b),
the Master Servicer or the Special Servicer, as applicable, shall deliver additional copies of the requested items so collected
thereby to the 17g-5 Information Provider pursuant to Section 8.12(c).


 


SECTION 3.13.     Annual Compliance
Statements.


 


The Master Servicer and
the Special Servicer (each a “Certifying Servicer”) shall deliver to the Depositor, the Certificate Administrator
and the Trustee on or before April 1 (or, if such day is not a Business Day, the immediately preceding Business Day of each year,
commencing in April 2018, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying
Servicer’s performance under this Agreement has been made under the supervision of such officer or such Certifying Servicer
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 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.
Each Certifying Servicer shall forward a copy of each such statement to the Rating Agencies (subject to Section 3.28) and
the Directing Certificateholder.


 



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SECTION 3.14.      Annual Reports
on Assessment of Compliance with Servicing Criteria; Annual Independent Public Accountants’ Servicing Report.


 


Not later than April
1 (or, if such day is not a Business Day, the immediately preceding Business Day) of each year, commencing in April 2018, the Master
Servicer and the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan),
each at its own expense, shall provide to the Trustee, the Certificate Administrator and the Depositor, with a copy to the Rating
Agencies (subject to Section 3.28) and the Directing Certificateholder, a report on an assessment of compliance with the
Relevant Servicing Criteria (each such report, an “Assessment of Compliance”) with respect to commercial mortgage-backed
securities transactions taken as a whole involving such party 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 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 preceding fiscal year, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.


 


Not later than April
1 (or, if such day is not a Business Day, the immediately preceding Business Day) of each year, commencing in April 2018, the Master
Servicer and the Special Servicer, each at its own expense, shall cause a registered public accounting firm (which may also render
other services to such Person) that is a member of the American Institute of Certified Public Accountants to furnish a report to
the Trustee, the Certificate Administrator and the Depositor, with a copy to the Rating Agencies (subject to Section 3.28)
and the Directing Certificateholder (each such report, an “Attestation Report”), to the effect that (i) it has
obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment
from such Reporting Servicer of its compliance with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion
as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material
respects, or it cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria. If 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. Such report must be available for general use and not contain restricted use language.


 


SECTION 3.15.     Access to
Information.


 


(a)       Each
of the Master Servicer and the Special Servicer shall afford to the OTS, the FDIC, any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder or Certificate Owner, the Certificate Administrator, the Trustee, the Depositor,
each Placement Agent, the Directing Certificateholder, any Serviced Companion Loan Holder, access to any records regarding the
Mortgage Loans serviced by it hereunder (or, in the case of a Serviced Companion Loan Holder, only the related Serviced Companion
Loan) and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law, the
terms of the related Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information
is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders. At the


 






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election of the Master
Servicer and/or the Special Servicer, such access may be afforded to the Certificate Administrator, the Trustee, the Depositor,
the Directing Certificateholder, the Majority Controlling Class Certificateholder, any Serviced Companion Loan Holder, by the delivery
of copies of information as requested by such Person and the Master Servicer and/or the Special Servicer, as applicable, shall
be permitted to require payment of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies.
Such access shall otherwise be afforded without charge but only upon reasonable prior written request and during normal business
hours at the offices of the particular Master Servicer or Special Servicer, as the case may be, designated by it.


 


(b)      In
connection with providing access to information pursuant to Subsection (a) of this Section 3.15, each of the Master
Servicer and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the
original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by
it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the
execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property;
and (iv) withhold access to items of information contained in the Servicing File for any Serviced 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. In connection with providing access to information pursuant to this Section 3.15, the
Master Servicer shall require the execution (which may be in electronic form) of a confidentiality agreement substantially in the
form of Exhibit K-4 hereto.


 


(c)      Upon
the request of the Directing Certificateholder made not more frequently than once a month during the normal business hours of the
Master Servicer and the Special Servicer, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable
Servicing Officer available either by telephone (with Servicing Officers of each of the Master Servicer and the Special Servicer
participating simultaneously if the Directing Certificateholder so requests) or, at the option of the Directing Certificateholder,
if it provides reasonable advance notice, at the office of such Servicing Officer, to verbally answer questions from the Directing
Certificateholder regarding the performance and servicing of the Serviced Mortgage Loans and/or Administered REO Properties for
which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


(d)      Notwithstanding
any provision of this Agreement to the contrary, the failure of the Master Servicer or 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 and good faith judgment consistent
with the Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan Document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund.


 


(e)      Neither
the Master Servicer nor the Special Servicer shall be liable for providing, disseminating or withholding information in accordance
with the terms of this Agreement. In addition to their other rights hereunder, each of the Master Servicer and the Special Servicer
(and their respective employees, attorneys, officers, directors and agents) shall, in each case, be indemnified by the Trust Fund
for any claims, losses or expenses arising from any such provision, dissemination or withholding.


 



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(f)       In
connection with its rights or obligations under this Agreement, any Controlling Class Certificateholder (i) shall not directly
or indirectly provide any Conflicted Loan Information related to any Conflicted Controlling Class Loan to the related Mortgagor,
or to any employee involved in the management or oversight of the related direct or indirect equity investment that gives rise
to the related Mortgage Loan’s status as a Conflicted Controlling Class Loan, 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.


 


SECTION 3.16.     Title to Administered
REO Property; REO Account.


 


(a)       If
title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee,
on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Companion Loan
Holder(s)), or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole
member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust (or,
in the case of any Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust
and the related Serviced Companion Loan Holders) for the purpose of taking title to one or more Administered REO Properties pursuant
to this Agreement. Any such limited liability company formed by the Special Servicer shall be a manager-managed limited liability
company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including
any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly
in the name of the Trust or Trustee under this Agreement. The Special Servicer shall sell any Administered REO Property in accordance
with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such
Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more
than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to Treasury regulations,
deemed to have been granted) an extension of time (an “REO Extension”) by the IRS to sell such Administered
REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by
the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition
occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool. Regardless of whether the Special Servicer applies
for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion
of Counsel referred to in clause (ii) of such sentence, the Special Servicer shall act in accordance with the Servicing
Standard to liquidate the subject Administered REO Property on a timely basis. If the Special Servicer is granted such REO Extension
or obtains such Opinion of Counsel with respect to any Administered REO Property, the Special Servicer shall (i) promptly forward
a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such
extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause
(i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third
preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable
as, a Servicing Advance.


 


(b)      The
Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property
separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing
a Serviced


 






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Mortgage Loan or Serviced Loan Combination, then the Special Servicer shall establish and maintain one or more accounts
(collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders
(or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders
and the related Serviced Companion Loan Holder(s)), as a collective whole (and, in the case of a Subordinate Companion Loan Holder,
taking into account the subordinate nature of the related Subordinate Companion Loan), for the retention of revenues and other
proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account.
The Special Servicer shall deposit, or cause to be deposited, in its REO Account, within three (3) Business Days following receipt,
all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO
Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any
Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received,
as well as any other items that otherwise may be paid by the Master Servicer out of such Liquidation Proceeds as contemplated by
Section 3.05(a). The Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional
Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided
in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for
any Collection Period). The Special Servicer shall give notice to the other parties hereto of the location of its REO Account when
first established and of the new location of such REO Account prior to any change thereof.


 


(c)       The
Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance
and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to
such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the Special Servicer
shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the Master Servicer for deposit into
the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection
Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding
sentence; provided that (A) in the case of each Administered REO Property, the Special Servicer may retain in its REO Account
such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation,
management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital improvements and other related expenses), and (B) if such Administered REO Property
relates to a Serviced Loan Combination, the Master Servicer shall make, from such amounts so deposited or remitted as described
above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account or the related Serviced A/B Loan Combination
Custodial Account, as applicable, contemplated by Section 3.04(e) or Section 3.04(h), as applicable. For the avoidance
of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection
Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the Master Servicer during
such Collection Period.


 


(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, its REO Account pursuant to Section 3.16(b) or 3.16(c).






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SECTION 3.17.     Management
of Administered REO Property.


 


(a)       Prior
to the acquisition of title to any Mortgaged Property securing a defaulted Serviced Mortgage Loan, the Special Servicer shall review
the operation of such Mortgaged Property and determine the nature of the income that would be derived from such property if it
were acquired by the Trust. If the Special Servicer determines from such review that:


 


(i)        None
of the income from Directly Operating such Mortgaged Property would be subject to tax as “net income from foreclosure property”
within the meaning of the REMIC Provisions (such tax referred to herein as an “REO Tax”), then such Mortgaged
Property may be Directly Operated by the Special Servicer as Administered REO Property, other than holding such Administered REO
Property for sale or lease or performing construction work thereon;


 


(ii)      Directly
Operating such Mortgaged Property as an Administered REO Property could result in income from such property that would be subject
to an REO Tax, but that a lease of such property to another party to operate such property, or the performance of some services
by an Independent Contractor with respect to such property, or another method of operating such property would not result in income
subject to an REO Tax, then the Special Servicer may (provided that in the judgment of the Special Servicer, exercised in
accordance with the Servicing Standard, it is commercially reasonable) so lease or otherwise operate such Administered REO Property;
or


 


(iii)    
It is reasonable to believe that Directly Operating such property as Administered REO Property could result in income
subject to an REO Tax and either (i) that the income or earnings with respect to such Administered REO Property will offset
any REO Tax relating to such income or earnings and will maximize the net recovery from the applicable Administered REO
Property to the Certificateholders (taking into account that any related Serviced Companion Loan Holder(s) do not have any
obligation under the related Co-Lender Agreement to bear the effect of any such REO Tax) or (ii) that no commercially
reasonable means exists to operate such property as Administered REO Property without the Trust incurring or possibly
incurring an REO Tax on income from such property, then the Special Servicer shall deliver to the Tax Administrator and the
Directing Certificateholder, in writing, a proposed plan (the “Proposed Plan”) to manage such property as
Administered REO Property. Such plan shall include potential sources of income and good faith estimates of the amount of
income from each such source. Within a reasonable period of time after receipt of such plan, the Tax Administrator shall
consult with the Special Servicer and shall advise the Special Servicer of the Trust’s federal income tax reporting
position with respect to the various sources of income that the Trust would derive under the Proposed Plan. In addition, the
Tax Administrator shall (to the maximum extent reasonably possible and at a reasonable fee, which fee shall be an expense of
the Trust) advise the Special Servicer of the estimated amount of taxes that the Trust would be required to pay with respect
to each such source of income. After receiving the information described in the two preceding sentences from the Tax
Administrator, the Special Servicer shall either (A) implement the Proposed Plan (after acquiring the respective Mortgaged
Property as Administered REO Property) or (B) manage and operate such property in a manner that would not result in the
imposition of an REO Tax on the income derived from such property.


 


Subject to Section
3.17(b), the Special Servicer’s decision as to how each Administered REO Property shall be managed and operated shall
be in accordance with the Servicing Standard. Neither


 






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the Special Servicer nor the Tax Administrator shall be liable to the Certificateholders,
the Trustee, the Trust, the other parties hereto, any beneficiaries hereof or each other for errors in judgment made in good faith
in the exercise of their discretion while performing their respective responsibilities under this Section 3.17(a) with respect
to any Administered REO Property. Nothing in this Section 3.17(a) is intended to prevent the sale of any Administered REO
Property pursuant to the terms and subject to the conditions of Section 3.18.


 


(b)      If
title to any Administered REO Property is acquired, the Special Servicer shall manage, conserve, protect and operate such Administered
REO Property for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced
Loan Combination, on behalf of both the Certificateholders and the related Serviced Companion Loan Holder(s), as applicable), as
a collective whole, solely for the purpose of its prompt disposition and sale in accordance with Section 3.18, in a manner
that does not cause such Administered REO Property to fail to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a), result in the receipt by any REMIC Pool
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, in an Adverse REMIC
Event with respect to any REMIC Pool. Except as contemplated by Section 3.17(a), the Special Servicer shall not enter into
any lease, contract or other agreement with respect to any Administered REO Property that causes the Trust to receive, and (unless
required to do so under any lease, contract or agreement to which the Special Servicer or the Trust may become a party or successor
to a party due to a foreclosure, deed-in-lieu of foreclosure or other similar exercise of a creditor’s rights or remedies
with respect to the related Serviced Mortgage Loan) shall not, with respect to any Administered REO Property, cause or allow the
Trust to receive, any “net income from foreclosure property” that is subject to taxation under the REMIC Provisions.
Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection
with the administration of any Administered REO Property, as are consistent with the Servicing Standard and, consistent therewith,
shall withdraw from its REO Account, to the extent of amounts on deposit therein with respect to such Administered REO Property,
funds necessary for the proper operation, management, maintenance and disposition of such Administered REO Property, including:


 


(i)       all
insurance premiums due and payable in respect of such Administered REO Property;


 


(ii)      all
real estate taxes and assessments in respect of such Administered REO Property that may result in the imposition of a lien thereon;


 


(iii)     any
ground rents in respect of such Administered REO Property; and


 


(iv)     all
other costs and expenses necessary to maintain, lease, sell, protect, manage, operate and restore such Administered REO Property.


 


To the extent that amounts on deposit in
the Special Servicer’s REO Account with respect to any Administered REO Property are insufficient for the purposes contemplated
by the preceding sentence with respect to such Administered REO Property, the Master Servicer shall, at the direction of the Special
Servicer, but subject to Section 3.11(h), make a Servicing Advance of such amounts as are necessary for such purposes unless
the Master Servicer or the Special Servicer determines, in its reasonable judgment, that such advances would, if made, be Nonrecoverable
Servicing Advances; provided, however, that the Master Servicer may in its sole discretion make any such Servicing
Advance without regard to


 






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recoverability if it is a necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings.


 


(c)       The
Special Servicer may, and, if required for the Administered REO Property to continue to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code, shall, contract with any Independent Contractor for the operation and management
of any Administered REO Property, 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 expenses of the Trust) shall be reasonable and customary in consideration of
the nature and locality of such Administered REO Property;


 


(iii)     any
such contract shall be consistent with Treasury Regulations Section 1.856-6(e)(6) and shall require, or shall be administered to
require, that the Independent Contractor, in a timely manner, (A) pay all costs and expenses incurred in connection with the operation
and management of such Administered REO Property, including those listed in Section 3.17(b) above, 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 3.17(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 Administered REO Property; and


 


(v)      the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such Administered REO Property, and the Special Servicer shall comply with the
Servicing Standard in maintaining such Independent Contractor.


 


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. To the extent the costs of any contract with any Independent Contractor for the operation and management
of any Administered REO Property are greater than the revenues available from such property, such excess costs shall be covered
by, and be reimbursable as, a Servicing Advance.


 


(d)      Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)       permit
the Trust Fund to enter into, renew or extend any New Lease with respect to any Administered 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;


 



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(iii)     authorize
or permit any construction on any Administered REO Property, other than the repair or maintenance thereof or the completion of
a building or other improvement thereon, and then only if more than 10% of the construction of such building or other improvement
was completed before default on the related Mortgage Loan become imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or


 


(iv)     except
as otherwise provided for in Section 3.17(a)(i), (a)(ii) and (a)(iii) above, Directly Operate, or allow any
other Person, other than an Independent Contractor, to Directly Operate, any Administered REO Property on any date more than ninety
(90) days after its date of acquisition by or on behalf of the Trust Fund;


 


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 Administered REO Property to fail to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


SECTION 3.18.     Sale of Defaulted
Mortgage Loans and Administered REO Properties; Sale of the Non-Serviced Mortgage Loans.


 


(a)      The
Master Servicer, the Special Servicer or the Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or
Administered REO Property only (i) on the terms and subject to the conditions set forth in this Section 3.18, (ii) as otherwise
expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, (iii) in the case of a Mortgage
Loan (or Administered REO Property related thereto) with a related mezzanine loan, in connection with a Mortgage Loan default if
and as set forth in the related intercreditor agreement or (iv) in the case of a Mortgage Loan related to a Serviced Loan Combination
(or REO Mortgage Loan related thereto), in connection with a Mortgage Loan default if and as set forth in the related Co-Lender
Agreement.


 


(b)      Promptly
upon a Serviced Mortgage Loan becoming a Defaulted Mortgage Loan and if the Special Servicer determines in accordance with the
Servicing Standard that it would be in the best interests of the Certificateholders (as a collective whole (or if such Defaulted
Mortgage Loan is part of a Serviced Loan Combination, in the best interest of the Certificateholders and the related Serviced Companion
Loan Holder(s) as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate
nature of the related Subordinate Companion Loan))) to attempt to sell such Defaulted Mortgage Loan (and if such Defaulted Mortgage
Loan is part of a Serviced Loan Combination, to sell the entire Serviced Loan Combination, provided that in the case of a Serviced
A/B Loan Combination, the sale of the entire such Serviced A/B Loan Combination is permitted by the related Co-Lender Agreement),
the Special Servicer shall use reasonable efforts to solicit offers for such Serviced Loan Combination on behalf of the Certificateholders
and the related Serviced Companion Loan Holder in such manner as will be reasonably likely to realize a fair price; provided
that, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, if the Special Servicer determines
to attempt to sell such Mortgage Loan it shall sell such Defaulted Mortgage Loan together with the related Serviced Companion Loan
as a whole loan pursuant to Section 3.18(e) and pursuant to the terms of the related Co-Lender Agreement. The Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person
that constitutes a fair price for such Defaulted Mortgage Loan, subject to any applicable provisions in the related Co-Lender


 






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Agreement.
The Special Servicer shall notify the Directing Certificateholder of any inquiries or offers received regarding the sale of any
Defaulted Mortgage Loan.


 


(c)      The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and
the Majority Controlling Class Certificateholder not less than three (3) Business Days’ prior written notice of its intention
to sell any Defaulted Mortgage Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage
Loan. In no event shall the Trustee, in its individual capacity, offer for or purchase any Defaulted Mortgage Loan.


 


(d)      Whether
any cash offer constitutes a fair price for any Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a
Serviced Loan Combination) for purposes of Section 3.17(b) of this Agreement shall be determined by the Special Servicer,
if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person; provided, however, that no offer from an Interested Person shall constitute a fair price unless (i) it is
the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether
any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan (other than a Defaulted
Mortgage Loan that is part of a Serviced Loan Combination), the Trustee shall be supplied with and shall rely on the most recent
Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding twelve (12)-month period or, in
the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be a Qualified Appraiser
or, in the case of a Mortgage Loan with a Stated Principal Balance of less than $2,000,000, a third party Qualified Reviewer selected
by the Special Servicer if no Interested Person thereof with respect to a Defaulted Mortgage Loan and selected by the Trustee if
an Interested Person is so making an offer. The cost of any such Appraisal by an Qualified Appraiser or a third party Qualified
Reviewer shall be covered by, and shall be reimbursable as, a Servicing Advance. Where any Interested Person is among those submitting
offers with respect to a Defaulted Mortgage Loan, the Special Servicer shall require that all offers be submitted to the Trustee
in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount. In determining whether
any such offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan (other
than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Special Servicer (or the Trustee, if applicable)
shall take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to
this Agreement within the prior twelve (12) months), and in determining whether any offer from an Interested Person constitutes
a fair price for any such Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination),
any Qualified Appraiser or a third party Qualified Reviewer shall be instructed to take into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of
the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent
appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Trust Fund in connection
with making such determination. The Purchase Price for any Defaulted Mortgage Loan shall in all cases be deemed a fair price.


 


In connection with the
sale of any Defaulted Mortgage Loan under the provisions described above in this Section 3.18 for an amount less than the
Purchase Price, the Special Servicer shall obtain the approval of the Directing Certificateholder, subject to the Special Servicer’s
prevailing duty to comply with the Servicing Standard. In considering such a sale, the Special Servicer shall consider the interests
only of the Certificateholders (as a collective whole, as if they together constituted a single


 






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lender). In addition, in considering
such a sale, the Special Servicer shall consider the interests only of the Certificateholders and, in the case of a Defaulted Mortgage
Loan that is part of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole, as if they
together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate
nature of the related Subordinate Companion Loan)) (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).


 


(e)       In
the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the Special Servicer shall solicit offers for
such Defaulted Mortgage Loan together with the related Serviced Companion Loan as a whole loan and shall require that all offers
be submitted to the Trustee in writing and otherwise meet the requirements of the related Co-Lender Agreement.


 


Whether any cash offer
constitutes a fair price for any such Serviced Loan Combination for purposes of Section 3.18(b) of this Agreement shall
be determined by the Special Servicer, if the highest offeror is a Person other than an Interested SLC Person, and by the Trustee,
if the highest offeror is an Interested SLC Person; provided that no offer from an Interested SLC Person for a Serviced
Loan Combination shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other bona
fide offers are received from independent third parties. In determining whether any offer received from an Interested SLC Person
represents a fair price for any such Serviced Loan Combination, the Trustee shall be supplied with and shall rely on the most recent
Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding twelve (12) month period or, in
the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be a Qualified Appraiser
(or, in the case of a Mortgage Loan with a Stated Principal Balance of less than $2,000,000, a third party Qualified Reviewer)
selected by (i) the Special Servicer, if no Interested SLC Person is so making an offer, or (ii) the Trustee, if an Interested
SLC Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Servicing
Advance. Where any Interested SLC Person is among those submitting offers with respect to a Serviced Loan Combination, the Special
Servicer (or the Trustee, if applicable) shall require that all offers be submitted to the Trustee in writing and be accompanied
by a refundable deposit of cash in an amount equal to 5% of the offer amount. In determining whether any such offer from a Person
other than an Interested SLC Person constitutes a fair price for any such Serviced Loan Combination, the Special Servicer shall
take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to this
Agreement within the prior twelve (12) months), and in determining whether any offer from an Interested SLC Person constitutes
a fair price for any such Serviced Loan Combination, any Qualified Appraiser or a third party Qualified Reviewer shall be instructed
to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan,
the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may
conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the
Trustee at the expense of the Trust Fund in connection with making such determination. Notwithstanding the foregoing, in the event
that an offer from an Interested SLC Person is equal to or in excess of the Purchase Price for such Serviced Loan Combination,
then the Trustee will not be required to make any such determination of fair price and such offer will be deemed to be a fair price
(provided such offer is also the highest cash offer received and at least two independent offers have been received). Further notwithstanding
the foregoing, the Special Servicer shall not be permitted to sell the related Serviced Pari Passu Companion Loan without the written
consent of the related Serviced Pari Passu Companion Loan Holder unless the Special Servicer has delivered to any Serviced Pari
Passu Companion Loan Holder: (a) at least fifteen (15) Business Days


 






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prior written notice of any decision to attempt to sell any
related Serviced Loan Combination; (b) at least ten (10) days prior to the proposed sale, 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, a copy of the most recent Appraisal for any such Serviced Loan Combination, and any documents
in the Servicing File requested by any related Serviced Pari Passu Companion Loan Holder 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 Special Servicer in connection with the proposed sale; provided that the related Serviced Pari
Passu Companion Loan Holder may waive any of the delivery or timing requirements set forth in this sentence. Also notwithstanding
the foregoing, the Special Servicer shall not be permitted to sell the related Serviced Subordinate Companion Loan except in accordance
with the related Co-Lender Agreement. Subject to the foregoing, each of the Majority Controlling Class Certificateholder, the Directing
Certificateholder, any related Serviced Companion Loan Holder or a representative thereof shall be permitted to bid at any sale
of the Mortgage Loan.


 


(f)       The
Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to solicit cash offers for each Administered
REO Property in such manner as will be reasonably likely to realize a fair price (determined pursuant to Section 3.18(g)
below) for any Administered REO Property within a customary and normal time frame for the sale of comparable properties (and, in
any event, within the time period provided for by Section 3.16(a)). The Special Servicer shall accept the first (and, if
multiple cash offers are received by a specified offer date, the highest) cash offer received from any Person that constitutes
a fair price (determined pursuant to Section 3.18(g) below) for such Administered REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 3.18(g) below) with respect
to any Administered REO Property within the time constraints imposed by Section 3.16(a), then the Special Servicer shall,
consistent with the Servicing Standard, dispose of such Administered REO Property upon such terms and conditions as it shall deem
necessary and desirable to maximize the recovery thereon under the circumstances.


 


The Special Servicer
shall give the Certificate Administrator, the Trustee, the Master Servicer, the Directing Certificateholder and the Majority Controlling
Class Certificateholder not less than five (5) Business Days’ prior written notice (subject to any applicable provisions
in the related Co-Lender Agreement) of its intention to sell any Administered REO Property pursuant to this Section 3.18(f).


 


No Mortgage Loan Seller,
Certificateholder or any Affiliate of any such Person shall be obligated to submit an offer to purchase any Administered REO Property,
and notwithstanding anything to the contrary herein, the Trustee, in its individual capacity, may not offer for or purchase any
Administered REO Property pursuant hereto.


 


(g)      Whether
any cash offer constitutes a fair price for any Administered REO Property for purposes of Section 3.18(f) above, shall be
determined by the Special Servicer or, if such cash offer is from the Special Servicer or any Affiliate of the Special Servicer,
by the Trustee. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents
a fair price for any Administered REO Property, the Trustee shall be supplied with and shall be entitled to rely on the most recent
Appraisal in the related Servicing File conducted in accordance with this Agreement within the preceding twelve (12) -month period
(or, in the absence of any such Appraisal or if there has been a material change at the subject property since any such Appraisal,
on a new


 






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Appraisal to be obtained by the Special Servicer, the cost of which shall be covered by, and be reimbursable as, a Servicing
Advance). The appraiser conducting any such new Appraisal shall be a Qualified Appraiser or, in the case of an Mortgage Loan with
a Stated Principal Balance of less than $2,000,000, a third party Qualified Reviewer, that is (i) selected by the Special Servicer
if neither the Special Servicer nor any Affiliate thereof is submitted an offer with respect to the subject Administered REO Property
and (ii) selected by the Trustee if either the Special Servicer or any Affiliate thereof is so submitting an offer. Where the Mortgage
Loan Seller, any Certificateholder or any Affiliate of any such Person is among those submitting offers with respect to any Administered
REO Property, the Special Servicer shall require that all offers be submitted to it (or, if the Special Servicer or an Affiliate
thereof is submitting an offer, be submitted to the Trustee) in writing and be accompanied by a refundable deposit of cash in an
amount equal to 5% of the offer amount. In determining whether any offer from a Person other than the Mortgage Loan Seller, any
Certificateholder or any Affiliate of any such Person constitutes a fair price for any Administered REO Property, the Special Servicer
(or the Trustee, if applicable) shall take into account the results of any Appraisal or updated Appraisal that it or the Master
Servicer may have obtained in accordance with this Agreement within the prior twelve (12) months, as well as, among other factors,
the occupancy level and physical condition of such Administered REO Property, the state of the then current local economy and commercial
real estate market where such Administered REO Property is located and the obligation to dispose of such Administered REO Property
within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time period specified
in Section 3.16(a)). The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert
in real estate matters retained by the Trustee at the expense of the Trust Fund in connection with making any such determination.
The Purchase Price for any Administered REO Property (which, in connection with an Administered REO Property related to a Serviced
Loan Combination, shall be construed and calculated with respect to the entire Serviced Loan Combination) shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18, no cash offer from the Special Servicer
or any Affiliate thereof shall constitute a fair price for any Administered REO Property unless such offer is the highest cash
offer received and at least two Independent offers (not including the offer of the Special Servicer or any Affiliate) have been
received. In the event the offer of the Special Servicer or any Affiliate thereof is the only offer received or is the higher of
only two offers received, then additional offers shall be solicited. If an additional offer or offers, as the case may be, are
received for any Administered REO Property and the original offer of the Special Servicer or any Affiliate thereof is the highest
of all offers received, then the offer of the Special Servicer or such Affiliate shall be accepted, provided that the Trustee
has otherwise determined, as provided above in this Section 3.18(e), that such offer constitutes a fair price for the subject
Administered REO Property. Any offer by the Special Servicer for any Administered REO Property shall be unconditional; and, if
accepted, the subject Administered REO Property shall be transferred to the Special Servicer without recourse, representation or
warranty other than customary representations as to title given in connection with the sale of a real property.


 


(h)      Subject
to Sections 3.18(a) through 3.18(f) above, the Special Servicer shall act on behalf of the Trust in negotiating with
Independent third parties in connection with the sale of any Defaulted Mortgage Loan or Administered REO Property and taking any
other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or Administered REO Property,
and the collection of all amounts payable in connection therewith. In connection with the sale of any Defaulted Mortgage Loan or
Administered REO Property, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special
Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating offers without
obligation to deposit such amounts into a Collection Account; provided, that if the Special Servicer was previously reimbursed
for


 






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such costs from the Collection Account, then the Special Servicer must deposit such amounts into a Collection Account. Any
sale of a Defaulted Mortgage Loan or any Administered REO Property shall be final and without recourse to the Trustee or the Trust,
and if such sale is consummated in accordance with the terms of this Agreement, neither the Special Servicer nor the Trustee shall
have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.


 


(i)       Any
sale of any Defaulted Mortgage Loan or Administered REO Property shall be for cash only. The Special Servicer in its capacity as
Special Servicer shall have no authority to provide financing to the purchaser.


 


(j)       With
respect to any Non-Serviced Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term or other similar term
is defined pursuant to the terms of the related Non-Serviced Pooling and Servicing Agreement and construed as if such Non-Serviced
Mortgage Loan were a “Mortgage Loan” under such Non-Serviced Pooling and Servicing Agreement), the liquidation of such
Non-Serviced Mortgage Loan shall be administered by the related Non-Serviced Special Servicer in accordance with the Non-Serviced
Pooling and Servicing Agreement and the related Co-Lender Agreement. Any such sale of a Non-Serviced Mortgage Loan pursuant to
the related Non-Serviced Pooling and Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse
to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer or the Trustee shall have any liability to any
Certificateholder with respect to the purchase price for such Non-Serviced Mortgage Loan accepted on behalf of the Trust.


 


(k)      If
any Defaulted Mortgage Loan or Administered REO Property is sold under this Section 3.18, or a Non-Serviced Mortgage Loan
is sold in accordance with the related Co-Lender Agreement and the related Non-Serviced Pooling and Servicing Agreement, then the
purchase price shall be deposited into the Collection Account or, if applicable, the Serviced Pari Passu Companion Loan Custodial
Account, and the Trustee, upon receipt of written notice from the Master Servicer to the effect that such deposit has been made
(based upon, in the case of a Defaulted Mortgage Loan or Administered REO Property, notification by the Special Servicer to the
Master Servicer of the amount of the purchase price), shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be provided to it and are reasonably necessary to vest ownership of such Mortgage Loan or
Administered REO Property in the Person who purchased such Mortgage Loan or Administered REO Property.


 


(l)       Any
purchaser of a Defaulted Mortgage Loan that has a related Serviced Companion Loan, whether pursuant to this Section 3.18
or pursuant to Section 2.03 or 9.01, will be subject to the related Co-Lender Agreement, including any requirements
thereof governing who may be a holder of such Mortgage Loan. The Special Servicer will require, in connection with such a sale
of such a Defaulted Mortgage Loan, that the purchaser assume in writing all of the rights and obligations of the holder of such
Mortgage Loan under the related Co-Lender Agreement.


 


SECTION 3.19.     Additional
Obligations of Master Servicer and Special Servicer.


 


(a)      Within
sixty (60) days (or within such longer period as the Special Servicer is (as certified thereby to the Trustee in writing) diligently
using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Mortgage
Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO


 






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Mortgage
Loan, (iii) with respect to which a receiver or similar official is appointed and continues for sixty (60) days in such capacity
in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar
proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, (v) any Monthly Payment
(other than a Balloon Payment) becomes sixty (60) days or more delinquent, or (vi) the related Borrower fails to make when due
any Balloon Payment and the Borrower does not deliver to the Master Servicer or the Special Servicer, on or before the Due Date
of the Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance
to the Master Servicer (and the Master Servicer shall promptly forward such commitment to the Special Servicer) which provides
that such refinancing will occur within 60 days after the date on which the Balloon Payment will become due (provided that
if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any P&I
Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately) (each such event, an “Appraisal
Trigger Event” and each such Serviced Mortgage Loan and any related REO Mortgage Loan that is the subject of an Appraisal
Trigger Event, until it ceases to be such in accordance with the following paragraph, a “Required Appraisal Loan”),
the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been
received (or, if applicable, conducted) within the prior twelve (12) months and the Special Servicer has no knowledge of changed
circumstances that in the Special Servicer’s reasonable judgment would materially affect the value of the Mortgaged Property.
If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing
Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer.
Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer, in consultation with the Directing Certificateholder
shall determine and report to the Certificate Administrator, the Trustee and the Master Servicer the then applicable Appraisal
Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an
Appraisal may, in the case of any Serviced Mortgage Loan with an aggregate outstanding principal balance of less than $2,000,000
only, consist solely of an internal valuation performed by the Special Servicer. In connection with a Mortgaged Property related
to any Serviced Loan Combination, the Special Servicer shall also determine and report to the Trustee, the Master Servicer, the
Directing Certificateholder, any related Serviced Companion Loan Holder(s) and the related Other Master Servicer the Appraisal
Reduction Amount, if any, with respect to the entire such Serviced Loan Combination (calculated, for purposes of this sentence,
as if it were a single Mortgage Loan and, in the case of a Serviced A/B Loan Combination, taking into account the subordinate nature
of the related Subordinate Companion Loan).


 


A Serviced Mortgage Loan
shall cease to be a Required Appraisal Loan if and when, following the occurrence of the most recent Appraisal Trigger Event, any
and all Servicing Transfer Events with respect to such Mortgage Loan have ceased to exist and no other Appraisal Trigger Event
has occurred with respect thereto during the preceding ninety (90) days.


 


For so long as any Serviced
Mortgage Loan or related REO Mortgage Loan remains a Required Appraisal Loan, the Special Servicer shall, every twelve (12) months
after such Mortgage Loan or REO Mortgage Loan becomes a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has
a Stated Principal Balance of less than $2,000,000, at the Special Servicer’s option, conduct) an update of the prior Appraisal.
If such update is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing
Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer.
Promptly following the receipt of, and based upon, such update, the Special Servicer shall redetermine, in consultation with the


 






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Directing Certificateholder and report to the Certificate Administrator, the Trustee and the Master Servicer, the then applicable
Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. In connection with a Mortgaged Property
related to any Serviced Loan Combination, promptly following the receipt of, and based upon, such update, the Special Servicer
shall also redetermine, and report to the Trustee, the Master Servicer, the Directing Certificateholder and related Serviced Companion
Loan Holder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Loan Combination (calculated, for
purposes of this sentence, as if it were a single Mortgage Loan and, in the case of a Serviced A/B Loan Combination, taking into
account the subordinate nature of the related Subordinate Companion Loan).


 


For so long as any Mortgage
Loan or related REO Mortgage Loan remains a Required Appraisal Loan, the Directing Certificateholder shall have the right but not
more frequently than once in any six month period to direct the Special Servicer to hire a Qualified Appraiser reasonably satisfactory
to the Directing Certificateholder to prepare an Appraisal of the Mortgaged Property at the expense of the Directing Certificateholder.
The Special Servicer must use reasonable efforts to cause the delivery of such Appraisal within thirty (30) days following the
direction of the Directing Certificateholder. Within ten (10) Business Days following its receipt of such Appraisal, the Special
Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such Appraisal, any recalculation
of the Appraisal Reduction Amount is warranted and, if so, the Special Servicer shall recalculate the applicable Appraisal Reduction
Amount on the basis of such Appraisal and the first Appraisal shall be disregarded and have no force or effect, and, the Appraisal
Reduction Amount (if any), calculated on the basis of the Appraisal (if the Special Servicer determines that a recalculation was
warranted as described above) shall be effective.


 


With respect to any defaulted
Mortgage Loan with a Stated Principal Balance of less than $2,000,000, the Special Servicer may, in accordance with Section
3.09(a), obtain (or conduct) an Appraisal of the related Mortgaged Property.


 


(b)      Notwithstanding
anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the Master Servicer
whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or Administered REO Property,
and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special
Servicer shall either (i) make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage
Loan or Administered REO Property that constitutes an Emergency Advance or (ii) notify the Master Servicer not later than one (1)
Business Day after the Special Servicer has actual knowledge of the need for such Emergency Advance on a Specially Serviced Mortgage
Loan or Administered REO Property and request that the Master Servicer to make such Emergency Advance. Each such notice and request
shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2)
Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject
Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing
Advance as the Master Servicer may reasonably request; 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). The Master Servicer shall have the obligation to
make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer
to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall
it be required to make any Servicing


 






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Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency
Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If
the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a
Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or Administered
REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance
Interest in accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same manner and to the same extent
as the Master Servicer is entitled with respect to any other Servicing Advances made thereby. 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 Servicing
Advance is not a Nonrecoverable Advance, on which deemed determination the Master Servicer is entitled to rely. The preceding statement
shall not be construed to limit the right of the Special Servicer under Section 3.11(i) with respect to the payment of any
servicing expense that, if advanced, would constitute a Nonrecoverable Servicing Advance. If the Special Servicer makes an Emergency
Advance or Servicing Advance set forth in Section 3.09(f), the Master Servicer shall reimburse the Special Servicer for such Emergency
Advance or Servicing Advance set forth in Section 3.09(f)(with Advance Interest thereon at the Reimbursement Rate) within five
(5) Business Days following the Special Servicer’s request for reimbursement (which request shall, as reasonably requested
by the Master Servicer, be accompanied by information or documentation relating to such Advance), upon which reimbursement the
Master Servicer will be deemed to have made such Emergency Advance (or Servicing Advance set forth in Section 3.09(f)) when the
Special Servicer made such Emergency Advance (or Servicing Advance set forth in Section 3.09(f)).


 


Notwithstanding the foregoing
provisions of this Section 3.19(b), the Master Servicer shall not be required to reimburse the Special Servicer 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 be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 


(c)       The
Master Servicer shall deliver to the Certificate Administrator for deposit in the Distribution Account by 1:00 p.m. (New York City
time) on the Master Servicer Remittance Date, without any right of reimbursement therefor, a cash payment (a “Compensating
Interest Payment”) in an amount 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 Serviced Mortgage Loans (other than (A) Specially
Serviced Mortgage Loans and Serviced Mortgage Loans on which the Special Servicer allowed or consented to the Master Servicer allowing
a Principal Prepayment on a date other than the applicable Due Date, and (B) Serviced Mortgage Loans that contain no requirement
that prepayments be made on a due date or otherwise be accompanied by interest through the end of the mortgage loan accrual period)
during the related Collection Period, and (ii) the aggregate of (A) that portion of its Servicing Fees for the related Distribution
Date that is, in the case of each and every Serviced Mortgage Loans and REO Mortgage Loan for which such Servicing Fees are being
paid in the related Collection Period, calculated for this purpose at one basis point (0.01%) per annum, and (B) all Prepayment
Interest Excesses received by the Master Servicer during the related Collection Period; provided that the Master Servicer
shall pay (without regard to clause (ii) above) the amount of any Prepayment Interest Shortfall otherwise described in clause (i)
above incurred in connection with any


 






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Principal Prepayment received in respect of a Mortgage Loan during the related Collection
Period to the extent such Prepayment Interest Shortfall occurs as a result of the Master Servicer allowing the related Borrower
to deviate from the terms of the related Mortgage Loan Documents regarding Principal Prepayments (other than (x) subsequent to
a default under the related Mortgage Loan Documents, (y) pursuant to applicable law or a court order, or (z) at the request or
with the consent of the Special Servicer or the Directing Certificateholder).


 


The rights of the Certificateholders
to offsets of any Prepayment Interest Shortfalls shall not be cumulative from Collection Period to Collection Period.


 


(d)      In
connection with the Serviced Mortgage Loans or any Serviced Companion Loan for which the related Borrower was required to escrow
funds or post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage levels or
leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the discretion
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 shall hold such escrows or Letters of Credit (or the proceeds of such Letters
of Credit) as additional collateral and not use such funds to reduce the principal balance of the related Mortgage Loan or Serviced
Companion Loan (to the extent the related Mortgage Loan Documents allow such action), unless holding such funds would otherwise
be inconsistent with the Servicing Standard.


 


SECTION 3.20.     Modifications,
Waivers, Amendments and Consents.


 


(a)       The
Master Servicer shall provide prompt written notice to the Special Servicer of any request for modification, waiver or amendment
of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Loan Combination, together with any information in
the possession of the Master Servicer that the Special Servicer may reasonably request with respect to any action that constitutes
a Material Action or Special Servicer Decision. The Master Servicer (subject to the Special Servicer’s processing of, or
(if the Master Servicer and Special Servicer have agreed that the Master Servicer will process such request) the Master Servicer’s
receipt of the Special Servicer’s consent with respect to, Material Actions and Special Servicer Decisions) may (consistent
with the Servicing Standard) agree to any modification, waiver or amendment of any term of, extend the maturity of, defer or forgive
interest (including Default Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield
Maintenance Charges on, permit the release, addition or substitution of collateral securing, and/or permit the release, addition
or substitution of the Borrower on or any guarantor of, any Serviced Mortgage Loan for which it is responsible, agree to a termination
or replacement of the property manager at any Mortgaged Property and respond to or approve Borrower requests for consent on the
part of the mortgagee (including the lease reviews and lease consents related thereto), subject, however, to Sections 3.08
and/or 3.24, as applicable, and, in the case of each Mortgage Loan in a Serviced Loan Combination, to the rights of third
parties set forth in the related Co-Lender Agreement and, further to each of the following limitations, conditions and restrictions:


 


(i)       other
than as expressly set forth in Section 3.02 (with respect to Default Charges), Section 3.07 (insurance), Section
3.08 (with respect to due-on-sale and due-on-encumbrance clauses and transfers of interests in Borrowers), Section 3.20(f)
(with respect to various routine matters), Section 3.20(j) (with respect to defeasance transactions) and Section 3.20(k)
(with respect to the substitution of government securities in defeasance transactions), the Master Servicer shall not agree to
any modification, waiver or amendment of


 






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any term of, or take any of the other acts referenced in this Section 3.20(a) with
respect to, (i) a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination in connection with a Material Action
or Special Servicer Decision (unless the Master Servicer and Special Servicer mutually agree that the Master Servicer will process,
and obtain the prior consent of the Special Servicer with respect to, such Material Action or Special Servicer Decision) or (ii)
any Serviced Mortgage Loan or Serviced Companion Loan unless (solely in the case of a Performing Serviced Mortgage Loan or Performing
Serviced Companion Loan) the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that
(A) the Master Servicer shall promptly provide the Special Servicer with (x) written notice of any Borrower request for such modification,
waiver or amendment, (y) the Master Servicer’s written recommendations and analysis, and (z) all information reasonably available
to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, (B) the
Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject
to Sections 3.24), and (C) any such consent shall be deemed to have been granted if such consent has not been expressly
denied within (x), for consents other than on a Serviced Loan Combination, fifteen (15) Business Days (or in connection with an
Acceptable Insurance Default, ninety (90) days) of the Special Servicer’s receipt from the Master Servicer of the Master
Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably available
to the Master Servicer in order to make an informed decision and (y), for consents on a Serviced Loan Combination, ten (10) Business
Days (or, in connection with an Acceptable Insurance Default with respect to a Serviced Loan Combination, thirty (30) days) after
the time period provided in the related Co-Lender Agreement (provided that such time period shall be deemed to have commenced upon
the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendations and analysis
and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision).
If consent to a matter processed by the Master Servicer and for which the Master Servicer is required to obtain the consent of
the Special Servicer pursuant to this clause (i) is granted or deemed to have been granted by the Special Servicer, then
the Master Servicer will be responsible for entering into the relevant documentation;


 


(ii)       other
than as provided in Sections 3.02, 3.08 and 3.20(e), the Special Servicer shall not agree to (or, in the case
of a Performing Serviced Mortgage Loan or Performing Serviced Companion Loan, consent to the Master Servicer’s agreeing to)
any modification, waiver or amendment of any term of, or take (or, in the case of a Performing Serviced Mortgage Loan or Performing
Serviced Companion Loan, consent to the Master Servicer’s taking) any of the other acts referenced in this Section 3.20(a)
with respect to, any Serviced Mortgage Loan or Serviced Companion Loan that would affect the amount or timing of any related payment
of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer, would materially
impair the security for such Mortgage Loan Loan or Serviced Companion Loan, unless a material default on such Mortgage Loan Loan
or Serviced Companion Loan has occurred or, in the reasonable judgment of the Special Servicer, a default with respect to payment
on such Mortgage Loan Loan or Serviced Companion Loan at maturity or on an earlier date is reasonably foreseeable, or the Special
Servicer reasonably believes that there is a significant risk of such a default, and, in either case, such modification, waiver,
amendment or other action is reasonably likely to produce an equal or a greater recovery to Certificateholders (and, in the case
of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)), as a collective whole (and, in the case of a Subordinate
Companion Loan Holder,


 


 



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taking into account the subordinate nature of the related Subordinate Companion Loan), on a present value
basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders (and, in the case of
a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)) to be done at a rate determined by the Special Servicer
but in no event less than the related Net Mortgage Rate, than would liquidation; provided that (A) any modification, extension,
waiver or amendment of the payment terms of the related Serviced Loan Combination shall be structured in a manner so as to be consistent
with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Co-Lender Agreement,
it being the intention that neither the Trust as holder of the related Mortgage Loan nor any Serviced Companion Loan Holder shall
gain a priority over any other with respect to any payment, which priority is not, as of the date of the related Co-Lender Agreement,
reflected in the related Mortgage Loan Documents, including the related Co-Lender Agreement, as applicable; and (B) to the extent
consistent with the Servicing Standard, no waiver, reduction or deferral of any particular amounts due on the related Mortgage
Loan shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the related Serviced
Companion Loan;


 


(iii)     neither
the Master Servicer nor the Special Servicer shall extend the date on which any Balloon Payment is scheduled to be due on any
Mortgage Loan to a date beyond the earlier of (A) five years prior to the Rated Final Distribution Date and (B) if such Mortgage
Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold interest in the related Mortgaged
Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of
the related Ground Lease or Space Lease, ten years) prior to the end of the then-current term of the related Ground Lease or Space
Lease (plus any unilateral options to extend);


 


(iv)     neither
the Master Servicer nor the Special Servicer shall make or permit any modification, waiver or amendment of any term of, or take
any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan or Serviced Loan Combination
that would result in an Adverse REMIC Event with respect to any REMIC Pool (the Master Servicer and the Special Servicer shall
not be liable for decisions made under this Subsection which were made in good faith and each of them may rely on Opinions of Counsel
in making such decisions);


 


(v)      (A)
in the event of a taking of any portion of any real property collateral securing an outstanding Serviced Mortgage Loan by a state,
political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement in anticipation of
such condemnation or other similar legal proceeding, the Master Servicer or the Special Servicer, as the case may be, shall apply
the Condemnation Proceeds or other similar award and the net proceeds from the receipt of any insurance or tort settlement with
respect to such real property to pay down the principal balance of the Serviced Mortgage Loan, unless immediately after the release
of such portion of the real property collateral, the Master Servicer or the Special Servicer, as the case may be, reasonably believes
that the Serviced Mortgage Loan would remain “principally secured by an interest in real property” within the meaning
of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into account the value of the real property continuing
to secure such Serviced Mortgage Loan after any restoration of such real property), or as may be permitted by IRS Revenue Procedure
2010-30 (and the Master Servicer and the Special Servicer may each rely on Opinions of Counsel in making such decisions, the costs
of which shall be covered by, and reimbursable as, Servicing Advances) and


 






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(B) in connection with (i) the release of any portion
of a Mortgaged Property from the lien of the related Mortgage (other than in connection with a defeasance) or (ii) the taking of
any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents
require the Master Servicer or Special Servicer, as applicable, to calculate (or approve the calculation by the related Borrower
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 of the value of collateral will be solely based on the real property included therein and exclude personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an Opinion
of Counsel provided to the Trustee;


 


(vi)     subject
to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the Master Servicer nor the Special
Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced Mortgage Loan unless all related
fees and expenses are paid by the Borrower;


 


(vii)    the
Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the Master Servicer’s
permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage Loan (or Serviced Loan Combination,
as applicable) unless the Special Servicer shall have first (A) determined in its reasonable judgment, based upon a Phase I Environmental
Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) conducted by an Independent
Person who regularly conducts Phase I Environmental Assessments, at the expense of the related Borrower, that such additional or
substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or
conditions present with respect to such new collateral relating to the use, management or disposal of any Hazardous Materials for
which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental
laws or regulations and (B) received, at the expense of the related Borrower to the extent permitted to be charged by the holder
of the Serviced Mortgage Loan under the related Mortgage Loan Documents, a Rating Agency Confirmation with respect to the addition
or substitution of real estate collateral (and, in the case of any Serviced Loan Combination an analogous rating agency confirmation
from each Companion Loan Rating Agency, if applicable pursuant to Section 3.28(k)); and


 


(viii)   the
Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the Master Servicer’s
releasing), including, without limitation, in connection with a substitution contemplated by clause (vii) above, any real
property collateral securing an outstanding Serviced Mortgage Loan or Serviced Loan Combination, except as provided in Section
3.09(d), except as specifically required under the related Mortgage Loan Documents or except where a Mortgage Loan or Serviced
Companion Loan is satisfied, or except in the case of a release where (A) the Rating Agencies and, in the case of a Serviced Loan
Combination, the Companion Loan Rating Agencies, if applicable) (subject to Section 3.28)have been notified in writing,
and (B) if the collateral to be released has an appraised value in excess of $3,000,000, such release is the subject of a Rating
Agency Confirmation (and, in the case of any Serviced Loan Combination an analogous rating agency confirmation from each Companion
Loan Rating Agency, if applicable pursuant to Section 3.28(k));


 



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provided that the limitations, conditions
and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan or Serviced Companion Loan
that either occurs automatically, or results from the exercise of a unilateral option within the meaning of Treasury Regulations
Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in effect on the Closing Date
(or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided, however, that in
the case of any and all transactions involving a release of a lien on real property that secures a Serviced Mortgage Loan or Serviced
Loan Combination, such a lien release shall be permitted only if the related Serviced Mortgage Loan or Serviced Loan Combination
will continue to be “principally secured by real property” after the lien is released, or if it would not be, the release
is permitted under IRS Revenue Procedure 2010-30); and provided, further, that, notwithstanding clauses (i)
through (viii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation
of a plan in any bankruptcy or similar proceeding involving a Borrower under a Serviced Mortgage Loan or Serviced Loan Combination
if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially
similar.


 


(b)      If
any payment of interest on a Serviced Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment of interest
shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit or that such interest may actually be capitalized; provided, however, that this sentence shall not limit
the rights of the Master Servicer or the Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower
under such Mortgage Loan.


 


(c)      Each
of the Master Servicer and the Special Servicer may, as a condition to its granting any request by a Borrower under a Serviced
Mortgage Loan or Serviced Companion Loan for consent, modification, 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 related Mortgage Loan Documents and is permitted by the terms of this Agreement, require that such Borrower pay to
it a reasonable or customary fee for the additional services performed in connection with such request, together with any related
costs and expenses incurred by it; provided that the charging of such fees would not otherwise constitute a “significant
modification” of the subject Mortgage Loan or Serviced Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b).


 


(d)      All
modifications, amendments, material waivers and other material actions entered into or taken in respect of the Serviced Mortgage
Loan or Serviced Companion Loan pursuant to this Section 3.20 (other than waivers of Default Charges), and all material
consents, shall be in writing. Each of the Special Servicer and the Master Servicer shall notify the other such party, each Rating
Agency (subject to Section 3.28), the Certificate Administrator, the Trustee, the Directing Certificateholder, the Majority
Controlling Class Certificateholder and, if the Mortgage Loan is included in a Serviced Loan Combination, the related Serviced
Companion Loan Holder(s), in writing, of any material modification, waiver, amendment or other action entered into or taken thereby
in respect of any Serviced Mortgage Loan or Serviced Companion Loan pursuant to this Section 3.20 (other than waivers of
Default Charges for which the consent of the Special Servicer is required under Section 3.02) and the date thereof, and
shall deliver to the Custodian for deposit in the related Mortgage File (with a copy to the other such party and, if the Mortgage
Loan is included in a Serviced Loan Combination, the related Serviced Companion Loan Holder), an original counterpart of the agreement
relating to such modification, waiver, amendment or other action agreed to or taken by it, promptly (and in any event


 






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within ten
(10) Business Days) following the execution thereof. In addition, following the execution of any modification, waiver or amendment
agreed to by the Special Servicer or the Master Servicer, as appropriate, pursuant to Section 3.20(a) above, the Special
Servicer or the Master Servicer, as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee,
the Rating Agencies (subject to Section 3.28) and, if affected, any related Serviced Companion Loan an Officer’s Certificate
certifying that all of the requirements of Section 3.20(a) have been met and, in the case of the Special Servicer, setting
forth in reasonable detail the basis of the determination made by it pursuant to Section 3.20(a)(ii); provided that,
if such modification, waiver or amendment involves an extension of the maturity of any Serviced Mortgage Loan, such Officer’s
Certificate shall be so delivered before the modification, waiver or amendment is agreed to.


 


(e)      In
connection with processing (or granting consent to the Master Servicer in connection with any action being processed by the Master
Servicer that is) a Material Action or Special Servicer Decision, the Special Servicer (in accordance with the Servicing Standard
and subject to the terms and conditions of any related Co-Lender Agreement) shall also have the right: (i) to agree to any modification,
waiver, amendment or consent of or relating to any term of a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination,
provided that such amendment would not result in an Adverse REMIC Event; and (ii) to extend the maturity date of any Balloon Mortgage
Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Mortgage Loan to a date that is not more than sixty
(60) days following the original Stated Maturity Date, if in the Special Servicer’s sole judgment exercised in good faith
(and evidenced by an Officer’s Certificate delivered to the Trustee), a default in the payment of the Balloon Payment is
reasonably foreseeable and such extension is reasonably likely to produce a greater recovery to the Holders and the holders of
the related Serviced Companion Loan (as a collective whole) on a net present value basis (calculated in accordance with Section
1.03(f)) than liquidation of such Balloon Mortgage Loan and the Mortgagor has obtained an executed written commitment acceptable
to the Special Servicer (subject only to satisfaction of conditions set forth therein) for refinancing of such Balloon Mortgage
Loan or purchase of the related Mortgaged Property.


 


(f)       Notwithstanding
anything in this Section 3.20 or in Section 3.08, Section 3.24 and/or Section 3.26 to the
contrary, the Master Servicer shall not be required to seek the consent of, or provide prior notice to, the Special Servicer
or any Certificateholder or Serviced Companion Loan Holder in order to approve modifications, waivers or amendments of or
consents or approvals with respect to Performing Serviced Mortgage Loans that do not constitute Material Actions or Special
Servicer Decisions; provided that any such action (x) would not constitute a “significant modification” of the
subject Serviced Mortgage Loan or Serviced Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b), would not
cause any Serviced Mortgage Loan or Serviced Loan Combination to cease to be treated as “principally secured by real
property” and would not otherwise constitute an Adverse REMIC Event with respect to REMIC I, REMIC II or REMIC III, and
(y) would be consistent with the Servicing Standard.


 


(g)      If
and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification,
waiver or amendment of such Non-Serviced Mortgage Loan, the Master Servicer shall be responsible for responding to any request
for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(g), subject to the same
conditions and/or restrictions, as if such Non-Serviced Mortgage Loan was a Performing Serviced Mortgage Loan. Insofar as any other
Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that
is a Performing Serviced Mortgage Loan, such Person


 






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shall likewise have the same consent rights, subject to the same conditions
and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Mortgage Loan.


 


(h)      The
Master Servicer shall, as to each Serviced Mortgage Loan or Serviced Loan Combination that is secured by an interest listed on
the Mortgage Loan Schedule as a leasehold interest, in accordance with the related Mortgage Loan Documents, promptly (and, in any
event, within forty-five (45) days) after the Closing Date (or, if later, ten (10) Business Days after its receipt of a copy of
the related Ground Lease or Space Lease) notify the related lessor of the transfer of such Mortgage Loan or Serviced Loan Combination
to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease
or Space Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall promptly forward any such notices
to the Special Servicer.


 


(i)       In
connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Serviced Mortgage Loan or (ii)
the taking of any portion of a Mortgaged Property securing a Serviced Mortgage Loan by exercise of the power of eminent domain
or condemnation, if the Mortgage Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate
(or to approve the calculation of the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property or the fair
market value of the real property constituting the remaining Mortgaged Property, for purposes of REMIC qualification of the related
Serviced Mortgage Loan, then such calculation shall include only the value of the real property constituting the remaining Mortgaged
Property.


 


(j)       The
Master Servicer shall process all defeasance transactions. 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 Loan Combination 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 Loan Combination 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


 






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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 3.28); 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 N 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 Principal Balance less than $35,000,000, (ii) a Mortgage
Loan that represents less than 5% of the aggregate Cut-off Date Principal Balance of all Mortgage Loans, 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.


 


(k)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary (but subject
to the Special Servicer’s right to process and/or consent with respect to any request relating to a Material Action or Special
Servicer Decision or to consent to the Master Servicer processing such request), 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 Loan Combination, as applicable (or any portion thereof), in lieu of the defeasance collateral specified in
the related Mortgage Loan documents or Serviced Loan Combination 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 REMIC Pool; and provided, further, that the requirements set forth in
Section 3.20(j) (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 3.28).


 


(l)       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


 






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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 (b)(i) of the definition of “Available Distribution Amount” 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).


 


(m)      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.


 


(n)      With
respect to a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination, the Master Servicer shall provide prompt
written notice to the Special Servicer of any request for modification, waiver or amendment that constitutes a Material Action
or a Special Servicer Decision of such Performing Serviced Mortgage Loan or Performing Serviced Loan Combination, together with
any information in the possession of the Master Servicer that the Special Servicer may reasonably request for any such action.
Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special
Servicer shall process any request for modification, waiver or amendment of a Performing Serviced Mortgage Loan or Performing Serviced
Loan Combination that constitutes a Material Action or Special Servicer Decision. If the Special Servicer and the Master Servicer
mutually agree that the Master Servicer shall process such request, the Master Servicer and Special Servicer shall comply with
the procedures in Section 3.23.


 


SECTION 3.21.     Transfer of
Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)       Upon
determining that a Servicing Transfer Event has occurred with respect to any Serviced Mortgage Loan or Serviced Loan Combination,
the Master Servicer shall promptly give notice thereof to the Directing Certificateholder and the Majority Controlling Class Certificateholder
(and to the related Serviced Companion Loan Holder(s)), and if the Master Servicer is not also the Special Servicer, the Master
Servicer shall promptly give notice thereof to the Special Servicer and the Trustee (and in the case the Special Servicer shall
have made such determination as provided in clause (c) or clause (d) of the definition of “Specially Serviced
Mortgage Loan,” the Special Servicer shall notify the Directing Certificateholder, the Majority Controlling Class Certificateholder
(and to the related Serviced Companion Loan Holder(s)), the Master Servicer and the Trustee), and the Master Servicer shall deliver
the related Servicing File to the Special Servicer and shall use its best reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Serviced Mortgage Loan or Serviced Loan Combination and reasonably requested by the Special
Servicer to enable the Special Servicer to assume its functions hereunder with respect thereto without acting through a Sub-Servicer.
The information, documents and records to be delivered by the Master Servicer to the Special Servicer


 






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pursuant to the prior sentence
shall include, but not be limited to, financial statements, appraisals, environmental/engineering reports, leases, rent rolls,
Insurance Policies, UCC Financing Statements and tenant estoppels, to the extent they are in the possession of the Master Servicer
(or any Sub-Servicer thereof). The Master Servicer shall use its best reasonable efforts to comply with the preceding two sentences
within five (5) Business Days of the occurrence of each related Servicing Transfer Event.


 


Upon determining that
a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan and if the Master Servicer is not also the Special Servicer,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Trustee, the Directing Certificateholder
and the Majority Controlling Class Certificateholder (and to the related Serviced Companion Loan Holder(s)) and shall return the
related Servicing File within five (5) Business Days to the Master Servicer. Except with respect to Major Decisions and Special
Servicer Decisions, upon giving such notice and returning such Servicing File to the Master Servicer, the Special Servicer’s
obligation to service such Serviced Mortgage Loan or Serviced Loan Combination, and the Special Servicer’s right to receive
the Special Servicing Fee with respect to such Serviced Mortgage Loan or Serviced Loan Combination, shall terminate, and the obligations
of the Master Servicer to service and administer such Serviced Mortgage Loan or Serviced Loan Combination shall resume.


 


(b)      In
servicing any Specially Serviced Mortgage Loan, the Special Servicer shall provide to the Custodian originals of documents contemplated
by the definition of “Mortgage File” and generated while the subject Serviced Mortgage Loan is a Specially Serviced
Mortgage Loan, for inclusion in the related Mortgage File (with a copy of each such original to the Master Servicer), and copies
of any additional related Mortgage Loan information, including correspondence with the related Borrower generated while the subject
Serviced Mortgage Loan is a Specially Serviced Mortgage Loan.


 


(c)      The
Master Servicer and the Special Servicer shall each furnish to the other, upon reasonable request, such reports, documents, certifications
and information in its possession, and access to such books and records maintained thereby, as may relate to any Serviced Mortgage
Loan or Administered REO Property and as shall be reasonably required by the requesting party in order to perform its duties hereunder.


 


(d)      In
connection with the performance of its obligations hereunder with respect to any Serviced Mortgage Loan, Serviced Loan Combination
or Administered REO Property, each of the Master Servicer and the Special Servicer shall be entitled to rely upon written information
provided to it by the other.


 


SECTION 3.22.     Sub-Servicing
Agreements.


 


(a)       Each
of 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 (A) in each case, the Sub-Servicing Agreement
(as it may be amended or modified from time to time): (i) insofar as it affects the Trust, is consistent with this Agreement in
all material respects; (ii) expressly or effectively provides that if the Master Servicer or 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 Servicing Termination
Event), any successor to the Master Servicer or the Special Servicer, as the case may be, hereunder (including the Trustee if the
Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the Master Servicer or 


 






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Special Servicer,
as the case may be, under such agreement or terminate such rights and obligations without payment of any fee; (iii) prohibits
the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any
Mortgaged Property without the consent of the Master Servicer, if applicable, and the Special Servicer and, further,
prohibits the Sub-Servicer from taking any action that the Master Servicer or the Special Servicer, as applicable, would be
prohibited from taking hereunder; (iv) if it is entered into by the Master Servicer, does not purport to delegate or
effectively delegate to the related Sub-Servicer any of the rights or obligations of the Special Servicer with respect to any
Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and,
in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced
Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the
Trustee or its designee assumes the obligations of the Master Servicer or Special Servicer, as the case may be, thereunder as
contemplated by the immediately preceding clause (ii)) none of the Trustee, any successor to the Master Servicer or
Special Servicer, as the case may be, or any Certificateholder shall have (and, in the case of a Sub-Servicing Agreement
related to a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) also shall not have) any duties under
such agreement or any liabilities arising therefrom except as explicitly permitted by Subsection (k) of this Section
3.22 or otherwise herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such
agreement with respect to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does
not permit the subject Sub-Servicer any rights of indemnification out of the Trust Fund except through the Master Servicer or
Special Servicer, as the case may be, pursuant to Section 6.03; and (viii) does not impose any liability or
indemnification obligation whatsoever on the Trustee or the Certificateholders with respect to anything contained
therein.


 


(b)      References
in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of such Master Servicer or such Special Servicer. For purposes of this Agreement, the Master
Servicer and the Special Servicer shall each be deemed to have received any payment when a Sub-Servicer retained by it receives
such payment.


 


(c)      The
Master Servicer and the Special Servicer shall each deliver to the Custodian copies of all Sub-Servicing Agreements, and any amendments
thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents.


 


(d)      Each
Sub-Servicer actually performing servicing functions shall be authorized to transact business in the state or states in which the
Mortgaged Properties for the Mortgage Loans it is to service are situated, if and to the extent required by applicable law, except
where the failure to so comply would not adversely affect the Sub-Servicer’s ability to perform its obligations in accordance
with the terms of the related Sub-Servicing Agreement.


 


(e)      Each
of the Master Servicer and the Special Servicer, for the benefit of the Trustee and the Certificateholders (and, in the case of
a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Companion Loan Holder(s)),
shall (at no expense to any other party hereto or to the Certificateholders or the Trust) monitor the performance and enforce the
obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements. Such enforcement, including 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 the Master Servicer or Special
Servicer, as


 






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applicable, in its reasonable judgment, would require were it the owner of the subject Mortgage Loans. Subject to
the terms of the related Sub-Servicing Agreement, including any provisions thereof limiting the ability of the Master Servicer
or the Special Servicer, as applicable, to terminate a Sub-Servicer, each of the Master Servicer and the Special Servicer shall
have the right to remove a Sub-Servicer retained by it at any time it considers such removal to be in the best interests of Certificateholders
(and/or, in the case of a Sub-Servicer for a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)), as applicable.


 


(f)       In
the event the Trustee or its designee assumes the rights and obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement, the Master Servicer or the Special Servicer, as the case may be, at its expense shall, upon request of
the Trustee, deliver to the assuming party all documents and records relating to such Sub-Servicing Agreement, and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise
use efforts consistent with the Servicing Standard to effect the orderly and efficient transfer of the Sub-Servicing Agreement
to the assuming party.


 


(g)      Notwithstanding
any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as the case may be, the Master Servicer
and the Special Servicer shall each remain obligated and liable to the Trustee and the Certificateholders (and, in the case of
a Serviced Loan Combination, the related Serviced Companion Loan Holder(s), as applicable) for the performance of their respective
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 and/or REO Properties for which it is responsible.
The Master Servicer and the Special Servicer shall each pay the fees of any Sub-Servicer retained by it in accordance with the
respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder).


 


(h)      Notwithstanding
anything to the contrary set forth herein, any account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with the Master Servicer shall for all purposes under this Agreement be deemed to be an account established and maintained
by the Master Servicer.


 


(i)       Notwithstanding
any contrary provisions of the foregoing subsections of this Section 3.22, the appointment by the Master Servicer or the
Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not
constitute the appointment of Sub-Servicers and shall not be subject to the provisions of this Section 3.22; provided,
however, that the Master Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions
of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party
contractors. The proviso to the preceding sentence shall not be construed to limit the right of the Master Servicer or the Special
Servicer to be reimbursed for any cost or expense for which it is otherwise entitled to reimbursement under this Agreement.


 


(j)       The
Special Servicer shall not enter into any Sub-Servicing Agreement unless the Directing Certificateholder has consented thereto
or such Sub-Servicing Agreement is required to be entered into in connection with a Serviced Loan Combination pursuant to the exercise
by a related Serviced Companion Loan Holder of its rights under Section 7.01(b) of this Agreement, and the execution and
delivery of such Sub-Servicing Agreement is the subject of a Rating Agency Confirmation. Notwithstanding the preceding sentence
or any other provision herein to the contrary contained herein, for


 






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as long as it serves as Special Servicer hereunder, Hudson
Americas L.P., in such capacity, shall be entitled, without condition of a Rating Agency Confirmation or the execution of a Sub-Servicing
Agreement, to appoint a Subsidiary Servicer to fulfill one or more of the Special Servicer’s obligations hereunder, in which
case (a) such Subsidiary Servicer shall perform such obligations in accordance with and subject to the provisions of this Agreement
and (b) the Special Servicer shall remain fully liable hereunder as if it alone were performing such obligations.


 


SECTION 3.23.     Directing
Certificateholder.


 


(a)      The
Majority Controlling Class Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23,
to appoint a Controlling Class Certificateholder (or a representative thereof) (the “Directing Certificateholder”)
having the rights and powers specified in this Agreement (including those specified in Section 3.24) ̧ and/or remove
or replace any existing Directing Certificateholder, by delivering notice to the Certificate Administrator, the Trustee, the Special
Servicer, the Master Servicer and, in the case of a removal or replacement of a Directing Certificateholder, the then existing
Directing Certificateholder; provided, however, that LBH shall be the initial Directing Certificateholder. Such continuing
right of the Majority Controlling Class Certificateholder shall be exercisable in its sole discretion and at any time and from
time to time, subject to Subsection (b) below.


 


(b)      No
appointment of any Person as a Directing Certificateholder shall be effective until such Person provides the Certificate Administrator
with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential
information confidential in accordance with the provisions set forth in Exhibit K-4, (iii) an address and facsimile number
for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties
to this Agreement may deal (including their names, titles, work addresses and facsimile numbers).


 


(c)      Within
ten (10) Business Days of any appointment or replacement of a Directing Certificateholder (other than the Initial Directing Certificateholder),
the Certificate Administrator shall deliver to each of the Trustee, the Master Servicer and the Special Servicer notice of the
identity of such Directing Certificateholder, including the name and address furnished to the Certificate Administrator under Subsection
(a). The Certificate Administrator shall also deliver such information to the Master Servicer or the Special Servicer promptly
upon request therefor by the Master Servicer or the Special Servicer, as the case may be. With respect to such information, the
Certificate Administrator shall be entitled to conclusively rely on information provided to it under Subsection (a), and
the Master Servicer and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator
with respect to any obligation or right hereunder that the Master Servicer or the Special Servicer, as the case may be, may have
to deliver information or otherwise communicate with the Directing Certificateholder. In addition to the foregoing, within two
(2) Business Days of its receipt of notice of the resignation or removal of a Directing Certificateholder, the Certificate Administrator
shall notify the other parties to this Agreement of such event.


 


(d)      A
Directing Certificateholder may at any time resign as such by giving written notice to the Majority Controlling Class Certificateholder,
which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicer and the Master Servicer.
The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor
to the resigning Directing Certificateholder. In no event shall the failure of the Directing Certificateholder or the Majority
Controlling Class Certificateholder to provide such notice


 






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prejudice or call into question the effectiveness of such resignation.
The preceding statement shall not be construed to limit the effect of Subsection (e).


 


(e)      Once
a Directing Certificateholder has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall
be entitled to rely on such selection unless the Majority Controlling Class Certificateholder or such Directing Certificateholder,
as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation
or removal of such Directing Certificateholder.


 


(f)       Any
and all expenses of the Directing Certificateholder shall be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not
by the Trust. Notwithstanding the foregoing, if a claim is made against the Directing Certificateholder by a Borrower with respect
to this Agreement or any particular Mortgage Loan, the Directing Certificateholder shall immediately notify the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer, whereupon (if the Special Servicer, the Master Servicer, the Certificate
Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer,
(i) the Directing Certificateholder had acted in good faith, without negligence or willful misfeasance, with regard to the particular
matter at issue, and (ii) there is no potential for the Special Servicer, the Master Servicer, the Certificate Administrator, the
Trustee or the Trust to be an adverse party in such action as regards the Directing Certificateholder) the Special Servicer on
behalf of the Trust shall, subject to Section 6.03 and the consent of the Directing Certificateholder, assume, at the expense
of the Trust Fund, the defense of any such claim against the Directing Certificateholder; provided, however, that
no judgment against the Directing Certificateholder shall be payable out of the Trust Fund. This provision shall survive the termination
of this Agreement and the termination or resignation of any Directing Certificateholder.


 


(g)      The
Directing Certificateholder may receive amounts payable to the Special Servicer as special servicing compensation as described
in and to the extent as the Special Servicer and the Directing Certificateholder may agree.


 


(h)      In
connection with its duties or exercise of its rights under this Agreement, if the Directing Certificateholder is a Conflicted Holder,
the Directing Certificateholder (i) shall not directly or indirectly provide any information related to the related Conflicted
Loan(s) to the related Borrower(s) or (A) any of the Directing Certificateholder’s employees or personnel or any Affiliate
involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, 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. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be liable for
its dissemination of information in accordance with this Agreement or for the dissemination of information by others in violation
of the terms of this Agreement. The Master Servicer, Special Servicer, Certificate Administrator and Trustee may conclusively rely
on an Investor Certification in the form of Exhibit K-1B hereto from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is not a Conflicted Holder or in the form of Exhibit K-2B or Exhibit
K-3A hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
a Conflicted Holder with respect to one or more Conflicted Loans or Conflicted Controlling Class Loans, as applicable.


 



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(i)       Notwithstanding
anything herein to the contrary, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall
be entitled to conclusively assume that the Directing Certificateholder and all Controlling Class Certificateholders are not Conflicted
Holders except to the extent that such Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
has received notice from the Directing Certificateholder or a Controlling Class Certificateholder that it has become a Conflicted
Holder. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be liable for any
communication to the Directing Certificateholder or a Controlling Class Certificateholder or disclosure of information relating
to a Conflicted Loan or Conflicted Controlling Class Loan, as applicable, if such Master Servicer, Special Servicer, Certificate
Administrator or Trustee, as applicable, has not received prior written notice that the related Mortgage Loan is a Conflicted Loan
or Conflicted Controlling Class Loan, as applicable (including, in the case of any Conflicted Loan Information delivered to the
Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information
provided to the Certificate Administrator). The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall be entitled to conclusively rely on any written notice from the Directing Certificateholder or a Controlling Class Certificateholder
that it is no longer a Conflicted Holder.


 


(j)       If
the Majority Controlling Class Certificateholder or Directing Certificateholder is a Conflicted Holder, then the Special Servicer
shall have no obligation to obtain the consent of, or consult with, such Majority Controlling Class Certificateholder or such Directing
Certificateholder with respect to the related Conflicted Loan during the time that such Person is a Conflicted Holder with respect
thereto. In addition, while the Majority Controlling Class Certificateholder or Directing Certificateholder is a Conflicted Holder
with respect to a related Conflicted Loan, such Person’s right to consent to, approve or direct any action by, or receive
any written report or notice from, the Master Servicer or the Special Servicer, as the case may be, relating to such Conflicted
Loan shall be suspended until the Majority Controlling Class Certificateholder or Directing Certificateholder, as applicable, is
no longer a Conflicted Holder with respect to such Conflicted Loan.


 


(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, the Certificate Administrator, the Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)       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 and the Special Servicer 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 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 the reduction of the Certificate Principal Balance of each Class of Control Eligible Certificates
(taking into account the


 






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application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Principal
Balance of such Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Principal Balance
thereof, such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate
Principal Balance of each Class of Control Eligible Certificates to less than 25% of the Original Certificate Principal Balance
thereof.”


 


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
Principal 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 Principal Balance is at least equal to 25% of the Original Certificate Principal Balance
of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


With respect to any Conflicted
Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent or consultation rights
with respect to the servicing of such Conflicted Loan and a Control Termination Event and Consultation Termination Event shall
be deemed to have occurred with respect to such Conflicted Loan.


 


(m)      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 Conflicted Loan), the Directing Certificateholder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence 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, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Conflicted
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event (and at any time with respect to any Conflicted Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


SECTION 3.24.     Asset Status
Reports and Certain Rights and Powers of the Directing Certificateholder.


 


(a)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan, the Special Servicer shall deliver in electronic
format a report (the “Asset Status Report”) with respect to such Mortgage Loan and the related Mortgaged Property
to the Master Servicer, the Trustee, the Certificate Administrator, the related Serviced Companion Loan Holder(s) (if any) (only
to the extent such Serviced Companion Loan Holder is expressly entitled to receive such Asset Status Report under the related Co-Lender
Agreement and the subject of the Asset Status Report does not involve a sale or proposed sale of the Mortgage Loan), the Directing
Certificateholder (but only in respect of any Mortgage Loan other than any Conflicted Loan and in any event prior to the occurrence
of a Consultation Termination Event) and the Majority Controlling Class Certificateholder and the Rule 17g-5 Information Provider
(who shall promptly post such report on the Rule 17g-5 Information Provider’s Website in


 






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accordance with Section 8.12(c)).
Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 


(i)       a
summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower;


 


(ii)      a
discussion of the general legal and environmental considerations reasonably known to the Special Servicer (including without limitation
by reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 3.09(c)),
consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement
of any related guaranties or other collateral for the related Specially Serviced Mortgage 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 or Mortgaged Properties;


 


(iv)     a
summary of the Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan;


 


(v)   
  the Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the
assumptions used in the calculation thereof (which the Special Servicer may satisfy by providing a copy of the most recently
obtained Appraisal); and


 


(vi)     such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If the Directing Certificateholder
does not disapprove an Asset Status Report within ten (10) Business Days (or, with respect to a Serviced Loan Combination, such
longer period of time as may be set forth in the related Co-Lender Agreement), the Special Servicer shall implement the recommended
action as outlined in the Asset Status Report. The Directing Certificateholder may object to any Asset Status Report within ten
(10) Business Days of receipt (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth
in the related Co-Lender Agreement); provided, however, that the Special Servicer shall implement the recommended
action as outlined in the Asset Status Report if it makes a determination in accordance with the Servicing Standard that the objection
is not in the best interest of all the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced
Companion Loan Holder(s) (as a collective whole, as if they together constituted a single lender). If the Directing Certificateholder
disapproves the Asset Status Report and the Special Servicer has not made the affirmative determination described above, the Special
Servicer shall revise the Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after the disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Majority Controlling
Class Certificateholder, the related Serviced Companion Loan Holder(s) (if any) (only to the extent such Serviced Companion Loan
Holder is expressly entitled to receive such Asset Status Report under the related Co-Lender Agreement and the subject of the Asset
Status Report does not involve a sale or proposed sale of the Mortgage Loan), the Rule 17g-5 Information Provider (who shall promptly
post such revised Asset Status Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).
The Special Servicer shall revise the Asset Status Report until the Directing Certificateholder fails to disapprove the revised
Asset Status Report as described above or until the


 






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Special Servicer makes a determination that the objection is not in the best
interests of all the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s)
(as a collective whole, as if they together constituted a single lender (and, in the case of a Subordinate Companion Loan Holder,
taking into account the subordinate nature of the related Subordinate Companion Loan)). In the event that the Directing Certificateholder
and the Special Servicer have not agreed upon an Asset Status Report within ninety (90) days following the Directing Certificateholder’s
receipt of the initial Asset Status Report, the Special Servicer shall implement the actions described in the most recent Asset
Status Report submitted by the Special Servicer to the Directing Certificateholder.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.24(a).


 


In addition, the Special
Servicer shall deliver a summary (as approved by the Directing Certificateholder) of each Final Asset Status Report to the Certificate
Administrator and the Majority Controlling Class Certificateholder. Upon receipt of such summary, the Certificate Administrator
shall post such summary on its website in accordance with Section 8.12(c).


 


A “Final Asset
Status Report”, with respect to any Specially Serviced Mortgage Loan, means each related Asset Status Report, together
with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder, in each case
prepared in connection with the workout or liquidation of such Specially Serviced Mortgage Loan and which, in any event, will not
include any Privileged Information; provided that, with respect to any Mortgage Loan other than a Conflicted 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 or consent, or has been deemed to approve or consent
to such action.


 


(b)      Upon
receiving notice of the occurrence of the events described in clause (c) or (d) of the definition of Specially Serviced
Mortgage Loan (without regard to the sixty (60)-day period set forth therein), the Master Servicer shall with reasonable promptness
give notice thereof, and shall use its reasonable efforts to provide the Special Servicer and the Directing Certificateholder with
all information relating to the Serviced Mortgage Loan and reasonably requested by the Special Servicer. 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.
If, in accordance with clause (c) or (d) of the definition of Specially Serviced Mortgage Loan, the Master Servicer
or the Special Servicer determines that a Mortgage Loan should be classified as a Specially Serviced Mortgage Loan, the Master
Servicer or the Special Servicer, as applicable, shall provide notice to the Directing Certificateholder and the Master Servicer,
if the Special Servicer has made such determination, or the Special Servicer, if the Master Servicer has made such determination
(and if the Master Servicer and the Special Servicer do not agree with respect to this determination, the determination of the
Special Servicer shall be conclusive and binding). If the Directing Certificateholder has not responded to such notice within ten
(10) Business Days, such determination shall be controlling. If the Directing Certificateholder objects to such determination the
Mortgage Loan shall not be classified as a Specially Serviced Mortgage Loan.


 



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(c)       With
respect to any Specially Serviced Mortgage Loan or Material Action, (i) the Directing Certificateholder will be entitled to approve
or disapprove Asset Status Reports and (ii) the Special Servicer generally will not be permitted to take or consent to the Master
Servicer’s taking any Material Action not otherwise covered by an approved Asset Status Report, unless and until the Special
Servicer has notified the Directing Certificateholder and the Directing Certificateholder has consented (or failed to object) thereto
in writing within ten (10) Business Days (or, in connection with a leasing matter, five (5) Business Days, or in connection with
an Acceptable Insurance Default, thirty (30) days) of having been notified thereof in writing and provided with all reasonably
requested information by it. However, the Special Servicer may take any Material Action (or consent to the Master Servicer’s
taking a Material Action) or may take any action set forth in an Asset Status Report without waiting for the response of the Directing
Certificateholder if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders
and, if affected thereby, the related Serviced Companion Loan Holder(s), as a collective whole (and, in the case of a Subordinate
Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan). Furthermore, the
Directing Certificateholder may, in general, direct the Special Servicer to take, or to refrain from taking, any actions as that
representative may deem advisable with respect to the servicing and administration of Specially Serviced Mortgage Loans and REO
Properties or as to which provision is otherwise made in this Agreement. In addition, the Directing Certificateholder shall have
the right to remove the existing Special Servicer, with or without cause, and appoint a successor to the Special Servicer, all
as provided in Section 6.05(a).


 


For the purposes of this
Agreement, “Material Action” means, for any Serviced Mortgage Loan and any related Serviced Companion Loan,
any of the following actions except as otherwise described below:


 


(i)       any
foreclosure upon or comparable conversion of the ownership of the property or properties securing any Specially Serviced Mortgage
Loan that comes into and continues in default;


 


(ii)      any modification, amendment or waiver of any term (excluding the waiver of any due-on-sale or due-on-encumbrance clause,
which are addressed separately below);


 


(iii)     any
acceptance of a discounted payoff with respect to any Specially Serviced Mortgage Loan;


 


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


 


(v)      any
release of collateral or acceptance of substitute or additional collateral for a Mortgage Loan, other than, solely with respect
to a Performing Serviced Mortgage Loan or Performing Serviced Loan Combination, (i) releases of non-material parcels of a Mortgaged
Property (A) in accordance with the terms of the Mortgage Loan Documents, or (B) that are related to any condemnation action that
is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property, (ii) grants of easements
or rights of way that do not materially affect the use or value of a Mortgaged Property or the borrower’s ability to make
any payments with respect to the related Mortgage Loan and any related Serviced Companion


 






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Loan, or (iii) the release of collateral
securing any Mortgage Loan in connection with a defeasance of such collateral;


 


(vi)     any
termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property
or any franchise changes with respect to any Mortgaged Property;


 


(vii)    any
approval of an assignment and assumption or further encumbrance (to the extent lender has discretion under the applicable Mortgage
Loan Documents), or waiver of a due-on-sale or due-on-encumbrance clause in any Serviced Mortgage Loan or Serviced Loan Combination;


 


(viii)   any
sale of a Serviced Mortgage Loan or Serviced Loan Combination or REO Property by the Special Servicer for less than the related
Purchase Price;


 


(ix)     any
renewal or replacement of the then existing insurance policies on a Specially Serviced Mortgage Loan (to the extent that the lender’s
approval is required under the related Mortgage Loan Documents) or any waiver, modification or amendment on a Specially Serviced
Mortgage Loan of any material insurance requirements under the Mortgage Loan Documents;


 


(x)      any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any companion
loan holder, mezzanine lender or subordinate debt holder related to any Mortgage Loan or Serviced Loan Combination, or any action
to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


 


(xi)     any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a Borrower (to the extent that
the lender has consent rights pursuant to the Mortgage Loan Documents (for purposes of the determination whether a lender has such
consent rights pursuant to the related Mortgage Loan Documents, any Mortgage Loan Document provision that requires that an intercreditor
agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights));


 


(xii)    any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease affects an area greater than or
equal to the greater of (1) 10% of the net rentable area of the Mortgaged Property and (2) 5,000 square feet of the Mortgaged Property
and (b) such transaction either is not described by clause (iv) of Section 3.20(f) or such transaction relates to
a Specially Serviced Mortgage Loan;


 


(xiii)   following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents; or


 


(xiv)   any
determination of an Acceptable Insurance Default.


 


(d)      [Reserved]


 



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(e)       Also
notwithstanding anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or
to seek and/or obtain consent or approval from any Directing Certificateholder prior to acting (and provisions of this Agreement
requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal
of a Directing Certificateholder and before a replacement is selected; and (ii) no advice, direction or objection from or by the
Directing Certificateholder, as contemplated by Section 3.24(a), Section 3.24(b) or Section 3.24(c) or any
other provision of this Agreement, may (and the Special Servicer (or in the case of a determination by the Master Servicer under
Section 3.24(b), the Master Servicer) shall ignore and act without regard to any such advice, direction or objection that
the Special Servicer (or in the case of a determination by the Master Servicer under Section 3.24(b), the Master Servicer)
has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer (or in the case of a
determination by the Master under Section 3.24(b), the Master Servicer) to violate applicable law, the terms of any Mortgage
Loan or any other Section of this Agreement (or, with respect to any Serviced Loan Combination, the related Co-Lender Agreement),
including the Special Servicer’s (or in the case of a determination by the Master Servicer under Section 3.24(b),
the Master Servicer’s) obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event
with respect to any REMIC Pool, (C) expose the Trust, the Depositor, the Master Servicer (or a Sub-Servicer acting on behalf of
the Master Servicer), the Special Servicer, the Certificate Administrator, the Trustee, the Custodian or any of their respective
Affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability or (D) materially expand
the scope of the Master Servicer’s or Special Servicer’s responsibilities under this Agreement.


 


(f)       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 and Certificate Owners of one or more Classes of Certificates;
(ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing
Certificateholder does not have any duties to the Trust Fund or to the Holders of any Class of Certificates; (iv) the Directing
Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders
of one or more other Classes of Certificates; (v) the Directing Certificateholder shall have no liability whatsoever to the Trust
Fund, the Certificateholders or any Borrower for having acted as described in this Section 3.24(f), or in exercising its
rights, powers and privileges, in taking any action or refraining from taking any action, or in giving any consent or failing to
give any consent, in each case, pursuant to this Agreement; and (vi) no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any Affiliate, director, officer, shareholder, member, partner, agent or principal thereof as
a result of the Directing Certificateholder having acted in the manner described in this Section 3.24(f), or a result of
the special relationships or interests described in this Section 3.24(f). In addition, each initial Certificateholder further
acknowledges and agrees, by its acceptance of its Certificates, that (i) such Certificateholder is not entitled to rely, and has
not relied, on any due diligence or other review of the Trust Fund or its assets by the Initial Directing Certificateholder or
the Initial Majority Controlling Class Certificateholder, or any Affiliate, director, officer, shareholder, member, partner, agent
or principal thereof, in connection with the initial issuance of the Certificates, and (ii) such Certificateholder waives any cause
of action that it may otherwise have against the Initial Directing Certificateholder or the Initial Majority Controlling Class
Certificateholder, or any Affiliate, director, officer, shareholder, member, partner, agent or principal thereof, based upon or
arising from any due diligence or other review of the Trust Fund or its assets by any such Person.


 


(g)      The
Directing Certificateholder shall not be entitled to receive any compensation from the Trust Fund.


 



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(h)      Notwithstanding
anything in this Agreement to the contrary, unless the Master Servicer and Special Servicer mutually agree that the Master Servicer
will process a Material Action or Special Servicer Decision, the Master Servicer shall have no duty to deliver to the Special Servicer
any analysis or recommendations in connection with any such action but shall be required to provide all available information that
is reasonably necessary for the Special Servicer to make a decision with respect to the applicable Material Action or Special Servicer
Decision. Notwithstanding any of the foregoing to the contrary, if the Directing Certificateholder is an Affiliate of a Mortgagor
under a Mortgage Loan or a manager of a Mortgaged Property and is therefore not a Privileged Person, the Special Servicer shall
nevertheless be permitted to provide to the Directing Certificateholder all information necessary in order to permit the Directing
Certificateholder to (i) consult on any matter with respect to which it is entitled to consult under this Agreement and/or (ii)
determine whether to provide the required consent described above, and the Special Servicer shall not be in breach of this Agreement
or the Servicing Standard solely by virtue of providing such information to the Directing Certificateholder.


 


SECTION 3.25.     Application
of Default Charges.


 


(a)       Any
and all Default Charges that are actually received by or on behalf of the Trust with respect to any Serviced Mortgage Loan (other
than any Mortgage Loan included in a Serviced Loan Combination) or any REO Mortgage Loan (net of any portion thereof applied to
pay Advance Interest under Section 3.05) and (to the extent remitted to the Master Servicer by the related Non-Serviced
Master Servicer and, in any event, subject to the related Co-Lender Agreement) any and all Default Charges that are actually received
by or on behalf of the Trust with respect to a Non-Serviced Mortgage Loan or successor REO Mortgage Loan during any Collection
Period shall be applied for the following purposes and in the following order, in each case to the extent of the remaining portion
of such charges and fees:


 


(i)        first,
to pay to the Trustee, the Master Servicer or the Special Servicer, in that order, any Advance Interest due and owing to such
party on outstanding Advances made thereby with respect to such Mortgage Loan or REO Mortgage Loan, as the case may be;


 


(ii)       second;
to reimburse the Trust Fund for any Advance Interest paid to the Trustee, the Master Servicer or the Special Servicer following
the Closing Date with respect to such Mortgage Loan or REO Mortgage Loan, as the case may be, which interest was paid from a source
other than Default Charges collected on such Mortgage Loan or REO Mortgage Loan, as the case may be; and


 


(iii)      third,
with respect to any remaining Default Charges (“Net Default Charges”), to the Master Servicer, to the extent
that such Default Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special
Servicer, to the extent that such Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan.


 


(b)       Default
Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a) are intended to be available
for distribution on the Certificates pursuant to Section 4.01(a), subject to application pursuant to Section 3.05(a)
or 3.05(b) for any items payable out of general collections on the Mortgage Pool. Default Charges applied to reimburse the
Trust pursuant to clause second of Section 3.25(a) shall be deemed to offset payments of Advance Interest
in the chronological


 






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order in which it accrued with respect to the subject Mortgage Loan or REO Mortgage Loan (whereupon such Advance
Interest shall thereafter be deemed to have been paid out of Default Charges).


 


(c)       Any
and all amounts otherwise distributable to the Trust as the holder of any Mortgage Loan included in a Serviced Loan Combination
or any related REO Mortgage Loan or to the related Serviced Companion Loan Holder as Default Charges with respect to such Serviced
Loan Combination shall be applied for the following purposes and in the following order, in each case to the extent of the remaining
portion of such amounts and as and to the extent permitted under the related Co-Lender Agreement:


 


(i)        first,
to pay to the Trustee, the Master Servicer or the Special Servicer, in that order, that portion of any Advance Interest due and
owing to such party on outstanding Servicing Advances made thereby with respect to such Serviced Loan Combination or any related
REO Property allocated pro rata according to the respective outstanding principal balances of the related Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s) in such Serviced Loan Combination (or, in the case of a Serviced A/B Loan
Combination, allocated between the related Serviced Mortgage Loan and the related Serviced Subordinate Companion Loan according
to the related Co-Lender Agreement);


 


(ii)       second,
either (x) in the case of the Mortgage Loan in such Serviced Loan Combination, to pay to the Trustee or the Master Servicer, in
that order, any Advance Interest due and owing to such party on outstanding P&I Advances made thereby with respect to such
Mortgage Loan or (y) in the case of any Serviced Pari Passu Companion Loan in such Serviced Loan Combination, to pay to one or
more designees of the related Serviced Pari Passu Companion Loan Holder any interest similar to Advance Interest due and owing
to such designee on any debt service advances made thereby for the benefit of such Serviced Pari Passu Companion Loan Holder;


 


(iii)      third,
to reimburse the Trust Fund for that portion of any Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid
Workout Fees and Liquidation Fees) incurred with respect to such Serviced Loan Combination and any related REO Property, allocated
pro rata according to the respective outstanding principal balances of the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) (or, in the case of a Serviced A/B Loan Combination, allocated between the related Serviced Mortgage
Loan and the related Serviced Subordinate Companion Loan according to the related Co-Lender Agreement); and


 


(iv)       fourth,
with respect to any remaining Default Charges (also “Net Default Charges”): (A) in the case of a Serviced Pari
Passu Loan Combination, on a pro rata basis: (i) to the Master Servicer, to the extent that such Net Default Charges accrued
while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special Servicer, to the extent that such
Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan and (ii) to the related Serviced
Companion Loan Holder or, following the securitization of the related Serviced Companion Loan, the Master Servicer, to the extent
that such Net Default Charges accrued while the related Serviced Companion Loan was not a Specially Serviced Mortgage Loan, or
to any related Serviced Companion Loan Holder or, following the securitization of the related Serviced Companion Loan, the Special
Servicer, to the extent that such Net Default Charges accrued while the related Serviced Companion Loan was a


 






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Specially Serviced
Mortgage Loan; and (B) in the case of a Serviced A/B Loan Combination, to the Master Servicer, to the extent that such Net Default
Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the Special Servicer, to the
extent that such Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage Loan.


 


SECTION 3.26.     [Reserved]


 


SECTION 3.27.     Certain Matters
Regarding the Serviced Loan Combinations.


 


(a)       With
respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate
Administrator under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall perform such duties and furnish
such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Co-Lender
Agreement.


 


(b)       The
Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) on which the Master
Servicer shall record the names and addresses of any Serviced Companion Loan Holders and wire transfer instructions for such Serviced
Companion Loan Holders from time to time, to the extent such information is provided in writing to the Master Servicer by the related
Serviced Companion Loan Holder. Upon the transfer of any Serviced Companion Loan, each subsequent Serviced Companion Loan Holder,
or a servicer on its behalf, is required pursuant to the related Co-Lender Agreement to inform the Master Servicer of its name
and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating
such transfer. Additionally, each Serviced Companion Loan Holder shall inform the Master Servicer of its taxpayer identification
number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced
Companion Loan Holder as of the Closing Date is set forth on Schedule IV hereto. The Master Servicer shall be entitled to
conclusively rely upon the information set forth on Schedule IV hereto or delivered by any Serviced Companion Loan Holder
until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party
hereto, the Master Servicer shall provide a current list of Serviced Companion Loan Holders, together with contact information
for any Serviced Companion Loan Holders.


 


In no event shall the
Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Holder hereunder other than the
Person listed as such Serviced Companion Loan Holder on the Serviced Companion Loan Holder Register. If a Serviced Companion Loan
Holder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer shall have no liability
whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover and redirect such
payment.


 


The Master Servicer shall
promptly provide the names and addresses of any Serviced Companion Loan Holders to any party hereto, and any such party or successor
may, without further investigation, conclusively rely upon such information. The Master Servicer shall have no liability to any
Person for the provision of any such names and addresses.


 


(c)       With
respect to any Serviced Loan Combination, the Directing Certificateholder shall be entitled to exercise the consent rights of such
Serviced Loan Combination to the extent set forth


 






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in the applicable Co-Lender Agreement, in accordance with the terms of the related
Co-Lender Agreement and this Agreement.


 


(d)      The
Special Servicer (if any Serviced Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the
Master Servicer (with respect to any Serviced Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall
take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information
with respect to, any Serviced Loan Combination related to any Serviced Companion Loan or any related REO Property required to be
performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and
as required by the related Co-Lender Agreement. In addition notwithstanding anything herein to the contrary, the following considerations
shall apply with respect to the servicing of a Serviced Companion Loan:


 


(i)       none
of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Companion
Loan; and


 


(ii)       the
Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan
Holder(s) to the extent required by the related Co-Lender Agreement.


 


If any Serviced Companion
Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within
the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly take any
action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status
of such grantor trust as a grantor trust.


 


The parties hereto acknowledge
that no Serviced Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for
taking any action, or for refraining from the taking of any action, pursuant to the related Co-Lender Agreement, or for the giving
of any consent or for errors in judgment made in good faith. Each Certificateholder, by its acceptance of a Certificate, shall
be deemed to have confirmed its understanding that a Serviced Companion Loan Holder (i) may take or refrain from taking actions
that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and
interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against
a Serviced Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special
relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its
interest or in the interest of its affiliates.


 


The parties hereto recognize
and acknowledge the rights of each Serviced Companion Loan Holder under the related Co-Lender Agreement. Furthermore, to the extent
not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for
a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto
shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions
of this Agreement and the terms and provisions of the Co-Lender Agreement for any Serviced Loan Combination, the terms and provisions
of the Co-Lender Agreement for such Serviced Loan Combination shall control.


 



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Each of the rights of
any Serviced Companion Loan Holder under or contemplated by this Section 3.27(d) may be exercisable by a designee thereof
on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee are
provided with written notice by the related Serviced Companion Loan Holder of such designation (upon which such party may conclusively
rely) and the contact details of the designee.


 


If any Person purchases
the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Co-Lender
Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently
due and owing to them hereunder with respect to the related Serviced Companion Loan(s) that, pursuant to this Agreement, would
not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase
(or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the
related Co-Lender Agreement, would otherwise have been payable out of future collections on such Serviced Companion Loan. Notwithstanding
anything herein to the contrary, any such purchase shall be subject to such reimbursements.


 


Any reference to servicing
any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and
Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Co-Lender Agreement.


 


For purposes of exercising
any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related
Co-Lender Agreement, the Directing Certificateholder shall be the designee of the Trust, as such noteholder, and the Trustee shall
take such actions as may be necessary under the related Co-Lender Agreement to effect such designation.


 


(e)       With
respect to each Serviced Pari Passu Loan Combination, the Master Servicer or the Special Servicer, as applicable, shall provide
any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the
related Co-Lender Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders
or to the Directing Certificateholder, within the same time frame it is required to provide such information and materials to the
Certificateholders or the Directing Certificateholder, as applicable, hereunder (1) with copies of each financial statement received
by the Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent
to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to
such Serviced Pari Passu Loan Combination, including, without limitation, property inspection reports, loan servicing statements,
Borrower requests, Asset Status Reports, any other information delivered by the Master Servicer to the Directing Certificateholder
and copies of any other notice, information or report that it is required to provide to the Directing 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 such Serviced Loan Combination. Any copies to be furnished by the Master Servicer or the Special
Servicer may be furnished by hard copy or electronic means.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer and the Special Servicer shall be entitled to conclusively assume that any
Serviced Pari Passu Companion Loan Holder is not a Conflicted Holder or the equivalent under the related Other Pooling and Servicing
Agreement, except to the extent that such Master Servicer or such Special Servicer, as applicable, has received notice from such
Serviced Pari Passu Companion Loan Holder that it has become a Conflicted Holder or the


 






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equivalent
under the related Other Pooling and Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall be liable
for any communication of the information listed in the preceding paragraph to a Serviced Pari Passu Companion Loan Holder that
is a Conflicted Holder or the equivalent under the related Other Pooling and Servicing Agreement if such Master Servicer or such
Special Servicer, as applicable, did not receive prior written notice that the related Serviced Pari Passu Companion Loan is a
Conflicted Loan or the equivalent under the related Other Pooling and Servicing Agreement. Each of the Master Servicer and the
Special Servicer shall be entitled to conclusively rely on delivery from a Serviced Pari Passu Companion Loan Holder of notice
that it is no longer a Conflicted Holder or the equivalent under the related Other Pooling and Servicing Agreement.


 


(f)        With
respect to each Serviced Pari Passu Loan Combination, the Master Servicer or the Special Servicer, as applicable, shall:


 


(i)        consult
with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis,
to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with
respect to any “major decision”, “major action” or analogous term having the same meaning set forth in
or contemplated by the related Co-Lender Agreement or the implementation of any recommended actions outlined in an Asset Status
Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion
Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days
from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice
of a proposed action, together with copies of the related notice, information or report, the Master Servicer or Special Servicer,
as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee
or representative) (unless the Master Servicer or Special Servicer, as applicable, 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 begin anew from the date of
such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights
of the related Serviced Pari Passu Companion Loan Holder, the Master Servicer or the Special Servicer, as applicable, may take
any “major decision”, “major action” or analogous term set forth in or contemplated by the related Co-Lender
Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business
Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no
event shall the Master Servicer or the Special Servicer be obligated at any time to follow or take any alternative actions recommended
by any Serviced Pari Passu Companion Loan Holder; and


 


(ii)       in
addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right
to 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 any related Serviced Loan Combination are discussed.


 






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(g)           In
connection with the securitization of any Serviced Pari Passu Companion Loan, while such Pari Passu Companion Loan is a Serviced
Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of such Serviced Pari Passu Companion Loan, each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
holder of such Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to provide information relating to
the related Loan Combination 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 securitization. None of the Master Servicer, the Special Servicer
or the Trustee shall be liable for any false or inaccurate information provided by the related Borrower.


 


(h)           With
respect to each Serviced A/B Loan Combination, notwithstanding any rights the Directing Certificateholder hereunder may have to
consult with respect to any action or other matter with respect to the servicing of such Serviced A/B Loan Combination, to the
extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Subordinate Companion Loan
Holder or its representative or is exercisable in conjunction with any related Serviced Subordinate Companion Loan Holder, then
the Directing Certificateholder shall not be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement
to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the
consent of the Serviced Subordinate Companion Loan Holder or its representative with respect to any matters with respect to the
servicing of the related Serviced Subordinate Companion Loan to the extent required under the related Co-Lender Agreement and shall
not take such actions requiring consent of or consultation with such Serviced Subordinate Companion Loan Holder or its representative
without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer,
as applicable, shall deliver reports and notices to the Serviced Subordinate Companion Loan Holder or its representative as required
under the related Co-Lender Agreement.


 


		SECTION 3.28.	Rating Agency Confirmations;
Communications with Rating Agencies.



 


(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 “Requesting
Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and, within five (5) Business Days (or ten (10) Business Days, in the case of a Servicing Succession)
of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website such Rating Agency
(I) has not replied to such request or (II) 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 in the case of clause (I) such Requesting Party shall
be required to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has,
promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation
request within five (5) Business Days (or ten (10) Business Days in the case of a Servicing Succession) of such second request
as contemplated with respect to clause (I) or after the response provided for in clause (II), then (x) with respect to any condition
in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than with respect to a Servicing Succession), the Requesting Party shall determine (with
the consent of the Directing Certificateholder, which consent shall be deemed given if the Directing Certificateholder does not
respond within five (5) Business Days of receipt of a request to consent to the


 






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Requesting
Party’s determination; provided however, that no consent from the Directing Certificateholder will be required if the Master
Servicer is the Requesting Party), in accordance with its duties under this Agreement and in accordance with the Servicing Standard,
except as provided in Section 3.28(b), whether or not to waive such condition for such particular action at such time,
and (y) with respect to a replacement or succession of the Master Servicer or Special Servicer (a “Servicing Succession”),
such condition shall be deemed to be satisfied if (I) the applicable replacement is currently acting as master servicer or special
servicer, as applicable, on a “transaction-level” basis for a commercial mortgage-backed securities transactions currently
rated by Moody’s and Moody’s has not publicly cited servicing concerns with respect to the applicable replacement
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any such commercial mortgage-backed securitization transaction
serviced by the applicable replacement prior to the time of determination, if Moody’s is the non-responding Rating Agency;
(II) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the 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 as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable
replacement prior to the time of determination, if KBRA is the non-responding Rating Agency. The applicable Requesting Party’s
communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request
for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the
advance posting and delayed delivery requirements of Section 3.28(f), but this statement shall not be construed to relieve
the applicable Requesting Party of compliance with Section 3.28(f) to the extent that such communications or such additional
request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating
Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.


 


(b)       Notwithstanding
anything to the contrary in this Section 3.28, for purposes of the provisions of any Mortgage Loan Document or this Agreement
relating to release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan Documents
for which the Master Servicer or Special Servicer would have been permitted to waive obtaining such Rating Agency Confirmation
pursuant to Section 3.28(a)(ii)(x) shall be deemed to have been satisfied.


 


(c)       For
all other matters or actions not specifically discussed in Section 3.28(a) or Section 3.28(b) above for which Rating
Agency Confirmation is a requirement or condition, the applicable Requesting Party shall deliver, or cause to be delivered, Rating
Agency Confirmation from each Rating Agency.


 


(d)       Promptly
following the Requesting Party’s determination to take any action discussed above without receiving affirmative Rating Agency
Confirmation from a Rating Agency, the Requesting Party (to the extent that the applicable information has been provided to the
Requesting Party) shall provide electronic notice to the Rule 17g-5 Information Provider (who shall promptly post such notice to
the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).


 


(e)       Any
Rating Agency Confirmation requests made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing must contain a cover page indicating the nature of the Rating
Agency


 






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Confirmation
request, and must contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation requests must be provided in electronic format to the Rule 17g-5 Information Provider (who shall post such request
on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)).


 


(f)        If
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee orally communicates with any Rating Agency
regarding any of the Mortgage Loan Documents or any matter related to the Mortgage Loans, the Mortgage Loans, any Serviced Companion
Loan, the related Mortgaged Properties, the related Borrowers or any other matters in connection with the Certificates or pursuant
to this Agreement, that party shall summarize in writing the information provided to the Rating Agencies in such oral communication
and provide the Rule 17g-5 Information Provider with such written summary on the same day such communication takes place or such
later date to which the Depositor may consent in its sole discretion. The Rule 17g-5 Information Provider shall post such written
summary on the Rule 17g-5 Information Provider’s Website in accordance with the provisions of Section 8.12(c). All
other information required to be delivered to the Rating Agencies pursuant to this Agreement or requested by the Rating Agencies
in connection with the Certificates or the Mortgage Loans, shall be provided in electronic format to the Rule 17g-5 Information
Provider (who shall post such information to the Rule 17g-5 Information Provider’s Website in accordance with Section
8.12(c)).


 


(g)       Subject
to Section 11.01(c) and Section 11.01(g), the Depositor, the Rule 17g-5 Information Provider, the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer may amend this Agreement to change the procedures regarding compliance
with Rule 17g-5 of the Exchange Act, without any Certificateholder consent; provided that such amendment does not materially
increase the responsibilities of the Rule 17g-5 Information Provider; and provided, further, that notice of any such
amendment must be provided to the Rule 17g-5 Information Provider, who shall post such notice to the Rule 17g-5 Information Provider’s
in accordance with Section 8.12(c).


 


(h)       Each
of the Master Servicer, the Special Servicer, the Rule 17g-5 Information Provider and, insofar as it may communicate with any Rating
Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees to comply (and to cause each and
every Sub-Servicer, subcontractor, vendor or agent for such Person and each of its officers, directors and employees to comply)
with the provisions relating to communications with the Rating Agencies set forth in this Section 3.28 and shall not deliver
to any Rating Agency any report, statement, request for Rating Agency Confirmation or other information relating to the Certificates
or the Mortgage Loans other than in compliance with such provisions.


 


(i)        None
of the foregoing restrictions in this Section 3.28 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer or the Special Servicer, on the one hand, and either Rating Agency, on the other hand, with regard
to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,
(ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special
Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or
the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans (or the
Serviced Companion Loans) to either Rating Agency in connection with any such review and evaluation by such Rating Agency unless
(x) borrower, property or deal specific identifiers are redacted; (y) such information has already been provided to the Rule 17g-5
Information Provider and has been uploaded onto the Rule 17g-5 Information Provider’s Website or the


 






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Master
Servicer or Special Servicer, as applicable, has provided such information to such Rating Agency in accordance with Section 3.28(k)
of this Agreement; or (z) the Rating Agency confirms that it does not intend to use such information in undertaking credit rating
surveillance with respect to any Class of 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
3.28(i).


 


(j)        Insofar
as any matter involving or relating to a Serviced Loan Combination requires a Rating Agency Confirmation, the Person required to
seek such Rating Agency Confirmation shall determine if an analogous rating agency confirmation either (i) is expressly required
to be obtained with respect to such matter under the related Co-Lender Agreement or (ii) is expressly required (or, if the subject
Serviced Loan Combination were being serviced under such Other Pooling and Servicing Agreement, would have been required) to be
obtained with respect to such matter under the related Other Pooling and Servicing Agreement, and, if so required, the Person(s)
seeking such Rating Agency Confirmation shall also obtain such analogous rating agency confirmation with respect to such matter
from each Companion Loan Rating Agency, so long as the holder(s) of such Companion Loan(s) have notified the parties to this Agreement
of such requirement (which may be satisfied by delivery thereto of the applicable Other Pooling and Servicing Agreement and cooperation
from the Other Master Servicer as to the assessment of such requirement), the identity of the applicable NRSROs, the identity of
the applicable rule 17g-5 information provider and the location of the applicable rule 17g-5 information provider’s website.
To the extent any provision of this Agreement requires a Requesting Party to obtain such an analogous rating agency confirmation
from a Companion Loan Rating Agency, the provisions of this Section 3.28 for satisfying such rating agency confirmation
condition shall be applicable. The requirement to obtain a Rating Agency Confirmation from a Companion Loan Rating Agency with
respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master Servicer and
the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency
Confirmations, as set forth in this Agreement.


 


(k)       In
connection with the delivery by the Master Servicer or the Special Servicer to the Rule 17g-5 Information Provider of any information,
report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider
shall notify the Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or document has
been posted to the Rule 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as applicable,
may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency, but any
such delivery may not occur until the earlier of (i) after receipt of confirmation from the Rule 17g-5 Information Provider that
such information, report, notice or document has been posted to the Rule 17g-5 Information Provider’s Website or (ii) 12:00
P.M. on the first Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information
Provider.


 






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SECTION 3.29.      [Reserved]


 


SECTION 3.30.      General
Acknowledgement Regarding Non-Serviced Companion Loan Holders.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Non-Serviced Companion Loan Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each Non-Serviced
Companion Loan Holder may act solely in its own interests; (iii) each Non-Serviced Companion Loan Holder shall not have any duties
to the Holders of any Class of Certificates; and (iv) each Non-Serviced Companion Loan Holder shall not have any liability whatsoever
for having so acted in its own interests, and no Certificateholder may take any action whatsoever against any Non-Serviced Companion
Loan Holder or any director, officer, employee, agent or principal thereof for such Non-Serviced Companion Loan Holder’s
having so acted in its own interests.


 


SECTION 3.31.      Matters Regarding
the Non-Serviced Mortgage Loans.


 


(a)       In
the event that any Non-Serviced Trustee, Non-Serviced Master Servicer or Non-Serviced Special Servicer shall be replaced in accordance
with the terms of the related Non-Serviced Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall
acknowledge any such successor as the successor to such Non-Serviced Trustee, Non-Serviced Master Servicer or Non-Serviced Special
Servicer, as the case may be, and shall, upon receiving notice of the same, notify the Trustee regarding such replacement.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receive 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 the related Non-Serviced Master Servicer
of the same.


 


SECTION 3.32.      Litigation
Control.


 


(a)       The
Special Servicer shall, with respect to litigation involving a Serviced Mortgage Loan or Serviced Loan Combination, and, if the
Special Servicer contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, the
Special Servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all
claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents
and (ii) any action brought against the Trust or any party to this Agreement with respect to the servicing of any such Mortgage
Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried
out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware
of or being named in any claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material
Litigation Control Matter”), the Special Servicer shall promptly notify the Directing Certificateholder of such claim
or litigation. For avoidance of doubt, the Special Servicer shall direct, manage, prosecute, defend and/or settle any and all claims
and litigation relating to The Frontier Borrower Litigation as defined in Section 3.34(a) of this Agreement.


 






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(b)       In
connection with any Material Litigation Control Matter, the Special Servicer shall submit any decision to commence any proceeding
or similar action in a Material Litigation Control Matter or any decision to agree to or propose any terms of settlement in a Material
Litigation Control Matter to the Directing Certificateholder for its approval or consent (or its deemed approval or deemed consent
as provided below) and notice of any such decision to the related Serviced Companion Loan Holder if such matter affects the related
Serviced Companion Loan. Subject to Section 3.32(e), if and as applicable, the Special Servicer shall not take any action
implementing any such decision described in the preceding sentence unless and until it has notified in writing the Directing Certificateholder
and the Directing Certificateholder has not objected in writing within five (5) Business Days of receipt of such notice and receipt
of all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt
of such notice. 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 Loan Combination, the related Companion Loan Holders, the Special Servicer may
take such action without waiting for the Directing Certificateholder’s response; provided that the Special Servicer
has confirmation that the Directing Certificateholder has received notice of such action in writing.


 


(c)       [Reserved].


 


(d)       Notwithstanding
the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Certificate Administrator or the Master
Servicer in their individual capacity, or if any judgment is rendered against the Trustee, the Certificate Administrator or the
Master Servicer in their individual capacity, the Trustee, the Certificate Administrator or the Master Servicer, as the case may
be, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action,
suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations
of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged
Property, the Special Servicer shall not, without the prior written consent of the Trustee or the Certificate Administrator, as
applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator,
whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C)
prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar
action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do
business in any state (provided that the Special Servicer shall not be responsible for any delay due to the unwillingness
of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee,
the Certificate Administrator or the Master Servicer is a necessary party in respect of any action, suit, litigation or proceeding
relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Certificate Administrator
or the Master Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the
rights of the Directing Certificateholder under this Section 3.32, nothing in this paragraph shall be interpreted to preclude
the Special Servicer from initiating any Litigation Control-related action, suit, litigation or proceeding in its name as a representative
of the Trust Fund.


 






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(e)       Notwithstanding
anything herein to the contrary, no advice, direction, objection of, or consent given or withheld by the Directing Certificateholder
shall (i) require or cause the Special Servicer to violate any provision of any Mortgage Loan Documents, any related Co-Lender
Agreement, any related intercreditor, co-lender or similar agreement, applicable law, this Agreement or the REMIC Provisions, including
without limitation the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage
Loan Documents, and to maintain the REMIC status of any Trust REMIC, (ii) result in the imposition of a tax on any Trust REMIC
under the REMIC Provisions or cause any REMIC Pool to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes, (iii) expose the Master
Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trust Fund or the Trustee or any of their respective
Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability
for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal
offense, or (iv) materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s
or the Trustee’s responsibilities under this Agreement; and the Special Servicer shall not follow any such advice, direction
or objection if given by the Directing Certificateholder, or initiate any such actions, that would have the effect described in
clauses (i)-(iv) of this sentence.


 


SECTION 3.33.      Delivery of
Conflicted Loan Information to the Certificate Administrator.


 


(a)       Any
Conflicted Loan Information that the Master Servicer or the Special Servicer 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 to
cmbsexcludedinformation@wellsfargo.com (or via such other electronic means as are mutually acceptable to the parties) in one or
more separate files labeled “Conflicted Controlling Class Loan” followed by the applicable loan name and loan file.
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 Conflicted Loan Information on the Certificate Administrator’s Website, and any
information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section shall be posted on the
Certificate Administrator’s Website under the “Conflicted Loan Information” section, as provided under Section
8.12(b). When so posted, the Conflicted Holders shall be prohibited from the access of Conflicted Loan Information with respect
to any Conflicted 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
Conflicted Controlling Class Loans). The Master Servicer and the Special Servicer shall not have any obligations to separately
label and deliver any Conflicted Loan Information in accordance with this Section 3.33 until such party has received written
notice with respect to the related Conflicted Controlling Class Loan in the form of Exhibit K-2B to this Agreement. Nothing set
forth in this Agreement shall prohibit the Controlling Class Certificateholder or any Conflicted Holders from receiving, requesting
and reviewing any Conflicted Loan Information relating to any Conflicted Controlling Class Loan with respect to which such Controlling
Class Certificateholder is not a Borrower Party and, if such Conflicted Loan Information is not available on the Certificate Administrator’s
Website, such Controlling Class Certificateholder that is not a Borrower Party with respect to the related Conflicted Controlling
Class Loan shall be permitted to obtain such information in accordance with Section 4.02(a) of this Agreement.


 






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SECTION 3.34.      Limited Purpose
Anticipated Expense Account.


 


(a)       The
Special Servicer shall segregate and hold all funds collected and received by it in connection with the litigation involving The
Frontier Mortgage Loan and the related Borrower (“The Frontier Borrower Litigation”) separate and apart from
its own funds and general assets and establish and maintain the Limited Purpose Anticipated Expense Account, to be held on behalf
of the Trustee in trust for the benefit of the Certificateholders, as a collective whole, for costs and expenses related to The
Frontier Borrower Litigation (“Frontier Litigation Costs”). The Limited Purpose Anticipated Expense Account
shall be an Eligible Account. Funds in the Limited Purpose Anticipated Expense Account may be invested in Permitted Investments
in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the Limited Purpose Anticipated
Expense Account to pay itself, as compensation from the Mortgage Loan Seller for administering the Limited Purpose Anticipated
Expense Account, interest and investment income earned in respect of amounts held in the Limited Purpose Anticipated Expense Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the Limited
Purpose Anticipated Expense Account for any Collection Period). The Special Servicer shall give notice to the other parties hereto
of the location of the Limited Purpose Anticipated Expense Account when first established and of the new location of the Limited
Purpose Anticipated Expense Account prior to any change thereof.


 


(b)       Pursuant
to the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall pay to the Depositor $150,000 (the “Initial Limited
Purpose Anticipated Expense Amount”) on the Closing Date to be transferred to and deposited by the Special Servicer into
the Limited Purpose Anticipated Expense Account. The Special Servicer shall be permitted to withdraw funds from the Limited Purpose
Anticipated Expense Account to pay the Frontier Litigation Costs. If, in its reasonable judgment, the Special Servicer determines
that the Frontier Litigation Costs exceed the Initial Limited Purpose Anticipated Expense Amount, the Special Servicer shall promptly
notify the Depositor to request that the Mortgage Loan Seller provide additional funds not to exceed $100,000 (the “Additional
Limited Purpose Anticipated Expense Amount” and, together with the Initial Limited Purpose Anticipated Expense Amount”,
the “Limited Purpose Anticipated Expense Cap Amount”) to be used to pay the Frontier Litigation Costs. Upon
receipt of such request from the Depositor, the Mortgage Loan Seller shall pay to the Depositor such requested Additional Limited
Purpose Anticipated Expense Amount, which shall be transferred to and deposited by the Special Servicer into the Limited Purpose
Anticipated Expense Account. The Frontier Litigation Costs shall be paid, first, from funds in the Limited Purpose Anticipated
Expense Account, and second, if the Frontier Litigation Costs exceeds the Limited Purpose Anticipated Expense Cap Amount, such
excess shall be an expense of the Trust and shall be payable from the Collection Account.


 


(c)       Notwithstanding
anything herein to the contrary, any and all amounts in the Limited Purpose Anticipated Expense Account shall only be used in accordance
with this Section 3.34 and shall not be distributed to Certificateholders. Upon termination of The Frontier Borrower Litigation,
the Special Servicer shall promptly pay any and all outstanding Frontier Litigation Costs and shall (i) withdraw all remaining
funds in the Limited Purpose Anticipated Expense Account and deliver such funds to the Mortgage Loan Seller and (ii) to the extent
that any Frontier Litigation Costs are recovered by the Special Servicer, deliver such recovered Frontier Litigation Costs to the
Mortgage Loan Seller up to an amount equal to the Limited Purpose Anticipated Expense Cap Amount. Any recovered Frontier Litigation
Costs in excess of the Limited Purpose Anticipated Expense Cap Amount shall be deemed payable by the Mortgage Loan Seller to the
Special Servicer as Additional Special Servicing Compensation with regard to The Frontier Borrower Litigation.


 






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(d)       For
income tax purposes, the Mortgage Loan Seller shall be the owner of the Limited Purpose Anticipated Expense Account and none of
the amounts in the Limited Purpose Anticipated Expense Account shall be the assets of any REMIC Pool.


 


ARTICLE IV



PAYMENTS TO CERTIFICATEHOLDERS


 


SECTION 4.01.      Distributions.


 


(a)       On
each Distribution Date, the Certificate Administrator shall apply amounts on deposit in the Distribution Account for the following
purposes and in the following order of priority, in each case to the extent of the remaining portion of the Available Distribution
Amount for such Distribution Date:


 


(1)       to
make distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class X Certificates,
up to an amount equal to, and pro rata as among such Holders of such Classes in accordance with, the Interest Distribution
Amounts in respect of each such Class for such Distribution Date;


 


(2)       to
make distributions of principal to the Holders of the respective Classes of Class A Certificates, in the following amounts and
order of priority (the aggregate amount of such distribution not to exceed the Principal Distribution Amount for such Distribution
Date):


 


(A)      first,
to the Holders of the Class A-1 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, and (2) the Class Principal Balance of the Class A-1 Certificates immediately prior to such Distribution Date;


 


(B)      second,
to the Holders of the Class A-2 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-1 Certificates as described in the immediately preceding
clause (A) and (2) the Class Principal Balance of the Class A-2 Certificates immediately prior to such Distribution Date; and


 


(C)       third,
to the Holders of the Class A-3 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-1 and Class A-2 Certificates as described in the immediately
preceding clause (A) and (B) and (2) the Class Principal Balance of the Class A-3 Certificates immediately prior to such Distribution
Date;


 


(D)       fourth,
to the Holders of the Class A-4 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-1, Class A-2 and Class A-3 Certificates as described
in the immediately preceding clause (A), (B) and (C) and (2) the Class Principal Balance of the Class A-4 Certificates immediately
prior to such Distribution Date;


 






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(E)       fifth,
to the Holders of the Class A-5 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates
as described in the immediately preceding clause (A), (B), (C) and (D) and (2) the Class Principal Balance of the Class A-5 Certificates
immediately prior to such Distribution Date;


 


(3)       to
make distributions to the Holders of the respective Classes of Class A Certificates, up to an amount equal to, and pro rata
as among such Holders of such Classes in accordance with the respective entitlements of those Classes, and in reimbursement
of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to each such Class of Class A Certificates
pursuant to Section 4.04(a) and not previously reimbursed;


 


(4)       to
make distributions of interest to the Holders of the Class A-S Certificates, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(5)       after
the Class Principal Balances of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates and the Class A-5 Certificates have been reduced to zero, to make distributions of principal to the Holders of the
Class A-S Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding immediately
prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion
thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates pursuant to any
prior clause of this Section 4.01(a));


 


(6)       to
make distributions to the Holders of the Class A-S Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(7)       to
make distributions of interest to the Holders of the Class B Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(8)       after
the Class Principal Balances of the Class A-S Certificates have been reduced to zero, to make distributions of principal to the
Holders of the Class B Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
pursuant to any prior clause of this Section 4.01(a));


 


(9)       to
make distributions to the Holders of the Class B Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 






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(10)     to
make distributions of interest to the Holders of the Class C Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(11)       after
the Class Principal Balance of the Class B Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class C Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
pursuant to any prior clause of this Section 4.01(a));


 


(12)     to
make distributions to the Holders of the Class C Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(13)     to
make distributions of interest to the Holders of the Class D Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(14)     after
the Class Principal Balance of the Class C Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class D Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
pursuant to any prior clause of this Section 4.01(a));


 


(15)     to
make distributions to the Holders of the Class D Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(16)     to
make distributions of interest to the Holders of the Class E Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(17)     after
the Class Principal Balance of the Class D Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class E Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
pursuant to any prior clause of this Section 4.01(a));


 


(18)     to
make distributions to the Holders of the Class E Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if


 






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any,
previously allocated to such Class of Certificates pursuant to Section 4.04(a) and not previously reimbursed;


 


(19)     to
make distributions of interest to the Holders of the Class F Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(20)     after
the Class Principal Balance of the Class E Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class F Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
pursuant to any prior clause of this Section 4.01(a));


 


(21)     to
make distributions to the Holders of the Class F Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(22)     to
make distributions of interest to the Holders of the Class G Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(23)     after
the Class Principal Balance of the Class F Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class G Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
pursuant to any prior clause of this Section 4.01(a));


 


(24)     to
make distributions to the Holders of the Class G Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(25)     to
make distributions to the Holders of the Class R Certificates, up to an amount equal to the excess, if any, of (A) the Available
Distribution Amount for such Distribution Date, over (B) the aggregate distributions made in respect of the Classes of Regular
Certificates on such Distribution Date pursuant to the prior clauses of this Section 4.01(a).


 


Notwithstanding any contrary
provision described above, if (I) as of the commencement of business on such Distribution Date, (i) any Class A-1, Class A-2, Class
A-3, Class A-4 or Class A-5 Certificate remains outstanding and (ii) the aggregate of the Class Principal Balances of the Class
A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates have previously been reduced to zero as a result of the
allocation of Realized Losses and Additional Trust Fund Expenses pursuant to Section 4.04(a), or (II) such Distribution
Date is the Final Distribution Date, then, in each case, the


 






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Certificate
Administrator shall, in lieu of the distributions otherwise required under clause (2) above, make distributions of principal
to the Holders of the Classes of the Class A Certificates, pro rata as among such Holders of such Classes in accordance
with their Class Principal Balances outstanding immediately prior to such Distribution Date, up to an amount (not to exceed the
aggregate of the Class Principal Balances of such Classes of Certificates outstanding immediately prior to such Distribution Date)
equal to the entire Principal Distribution Amount for such Distribution Date.


 


(b)           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 Mortgage Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: If any Prepayment Premium is collected during
any Collection Period with respect to any Mortgage Loan, then on the immediately succeeding Distribution Date, the Certificate
Administrator shall distribute all such Prepayment Premiums (net of liquidation fees payable therefrom) to the holders of the Class
X Certificates. If any Yield Maintenance Charge is collected during any Collection Period with respect to any Mortgage Loan, then
on the immediately succeeding Distribution Date, the Certificate Administrator shall distribute all such Yield Maintenance Charge
to the holders of the related Classes of Certificates as follows: (1) to the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-S, Class B and Class C Certificates and the Class X Certificates (the “YM Group”) pursuant to the
following paragraph, until the Certificate Principal Balance and Notional Amount of all such Classes have been reduced to zero
as a result of the allocation of principal payments on the Mortgage Loans and (2) any Yield Maintenance Charge remaining after
the allocations set forth in clause (1) above, to the Class D, Class E, Class F and Class G Certificates, an amount of Yield Maintenance
Charges equal to the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution
Date and whose denominator is the total amount of principal distributed to all of the Class D, Class E, Class F and Class G Certificates
on such Distribution Date, and (b) the Yield Maintenance Charges collected during the related Collection Period.


 


Yield Maintenance Charges
distributed to the YM Group will be allocated between the Classes of Certificates in the YM Group in the following manner: (A)
each Class of Principal Balance Certificates in the YM Group will be entitled to receive on each Distribution Date an amount of
Yield Maintenance Charges equal to the sum of the product of (a) a fraction whose numerator is the amount of principal distributed
to such Class on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Principal
Balance Certificates in the YM Group representing principal payments in respect of the Mortgage Loans on such Distribution Date,
(b) the Base Interest Fraction for the related principal prepayment and such Class of Principal Balance Certificates, and (c) the
Yield Maintenance Charges collected during the related collection period and allocated to the YM Group and (B) any Yield Maintenance
Charges allocated to the YM Group collected during the related Collection Period remaining after such distributions will be distributed
to the Class X Certificates in the YM Group.


 


For purposes of the second
preceding paragraph, 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, 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


 






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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 Yield Maintenance Charge collected on any prepaid
Mortgage Loan or REO Mortgage 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 Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan
or REO Mortgage 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 Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Mortgage 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, such interpolated yield converted to a monthly equivalent
yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


(c)       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 provided below,
all such distributions with respect to each Class of Certificates 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 the address of such Certificateholder as it appears in the Certificate Register.
The final distribution on each Certificate (determined, in the case of a Principal Balance Certificate, without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate pursuant to
Section 4.04(a)) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices
of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Prior
to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate
in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur
after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed
to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register
or to any other address of which the Certificate Administrator was subsequently notified in writing. If such check is returned
to the Certificate Administrator, then the Certificate Administrator, directly or through an agent, shall take such reasonable
steps to contact the related Holder


 






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and deliver
such check as it shall deem appropriate. Any funds in respect of a check returned to the Certificate Administrator shall be set
aside by the Certificate Administrator and held uninvested in trust and credited to the account of the appropriate Holder. The
costs and expenses of locating the appropriate Holder and holding such funds shall be paid out of such funds. No interest shall
accrue or be payable to any former Holder on any amount held in trust hereunder. If the Certificate Administrator has not, after
having taken such reasonable steps, located the related Holder by the second anniversary of the initial sending of a check, the
Certificate Administrator shall, subject to applicable law, distribute the unclaimed funds to the Class R Certificateholders.


 


(d)       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 related Certificate
Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each indirect participating
brokerage firm shall be responsible for disbursing funds to the related Certificate Owners that it represents. None of the Trustee,
the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer or the Master Servicer shall have
any responsibility therefor except as otherwise provided by this Agreement or applicable law. The Certificate Administrator and
the Depositor shall perform their respective obligations under each of the Letter of Representations among the Depositor, the Certificate
Administrator and the initial Depository dated as of the Closing Date and pertaining to the Book-Entry Certificates, a copy of
which Letters of Representation are attached hereto as Exhibit B.


 


(e)       The
rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund with respect to the Certificates,
and all rights and interests of the Certificateholders in and to such distributions, shall be as set forth in this Agreement. Neither
the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other
Class of Certificates with respect to amounts properly previously distributed on the Certificates.


 


(f)        Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator receives written notification of or expects
that the final distribution with respect to any Class of Certificates (determined, in the case of a Class of Principal Balance
Certificates, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the second Business Day prior to such Distribution Date, mail to each Holder of record of such
Class of Certificates on such date (with a copy to be posted to the Certificate Administrator’s Website in accordance with
Section 8.12) a notice 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 office of the Certificate Registrar or at such other
location therein specified, and


 


(ii)       no
interest shall accrue on such Certificates from and after the end of the Interest Accrual Period for 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


 






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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(f)
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, then the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of contacting such non-tendering Certificateholders
following the first anniversary of the delivery of such second notice thereto shall be paid out of such funds. No interest shall
accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph. If all of the Certificates as
to which notice has been given pursuant to this Section 4.01(f) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Certificate Administrator shall, subject to applicable law with respect
to escheatment of funds, distribute to the Class R Certificateholders all unclaimed funds and other assets which remain subject
thereto.


 


(g)       All
distributions made in respect of each Class of Principal Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a) or Section 4.01(b) shall be deemed to have first been distributed from REMIC II to REMIC III
with respect to the Corresponding REMIC II Regular Interest(s) for such Class of Principal Balance Certificates, as applicable;
and all distributions made with respect to the Class X Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
4.01(b), and allocable to any particular REMIC III Component of such Class of Principal Balance Certificates, shall be deemed to
have first been distributed from REMIC II to REMIC III in respect of the Corresponding REMIC II Regular Interest for such REMIC
III Component. In each case, if such distribution on any such Class of Certificates was a distribution of accrued interest, of
principal, of additional interest (in the form of one or more Additional Yield Amounts) or in reimbursement of any Realized Losses
and Additional Trust Fund Expenses previously allocated to such Class of Principal Balance Certificates, then the corresponding
distribution deemed to be made on a REMIC II Regular Interest pursuant to the preceding sentence (and, if applicable the next paragraph)
shall be deemed to also be, respectively, a distribution of accrued interest, of principal, of additional interest (in the form
of one or more Additional Yield Amounts) or in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously
allocated to REMIC III in respect of such REMIC II Regular Interest.


 


The actual distributions
made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates pursuant to Section 4.01(a)
or Section 4.01(b), as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect
to the REMIC II Regular Interests on such Distribution Date pursuant to this Section 4.01(g). Notwithstanding the deemed
distributions on the REMIC II Regular Interests described in this Section 4.01(g), actual distributions of funds from the
REMIC Sub-Account of the Distribution Account shall be made only in accordance with Section 4.01(a) or Section 4.01(b),
as applicable.


 


(h)       On
each Distribution Date, including the Final Distribution Date, the Available Distribution Amount for such date shall be deemed
to have first been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interests, in each case to the extent
of the remaining portions of such funds, for the following purposes and in the following order of priority:


 






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(i)        as
deemed distributions of interest with respect to all the REMIC I Regular Interests, up to an amount equal to, and pro rata in
accordance with, all Uncertificated Distributable Interest with respect to each REMIC I Regular Interest for such Distribution
Date and, to the extent not previously deemed distributed, for all prior Distribution Dates;


 


(ii)       as
deemed distributions of principal with respect to all the REMIC I Regular Interests, up to an amount equal to, and pro rata
in accordance with, as to each REMIC I Regular Interest, the portion of the Principal Distribution Amount for such Distribution
Date attributable to the related Mortgage Loan(s) or REO Mortgage Loan(s); and


 


(iii)      as
deemed distributions with respect to all the REMIC I Regular Interests, up to an amount equal to, pro rata in accordance
with, and in reimbursement of, any Realized Losses and Additional Trust Fund Expenses previously allocated to each REMIC I Regular
Interest (with compounded interest).


 


The portion of each Prepayment
Premium and Yield Maintenance Charge that is distributed to any Class of Regular Certificates on any Distribution Date shall, in
each case, be deemed to have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interest(s) corresponding
to the prepaid Mortgage Loan or REO Mortgage Loan, as the case may be, in respect of which such Prepayment Premium or Yield Maintenance
Charge was received or deemed received.


 


The actual distributions
made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates pursuant to Section 4.01(a)
or Section 4.01(b), as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect
to the REMIC I Regular Interests on such Distribution Date pursuant to this Section 4.01(h). Notwithstanding the deemed
distributions on the REMIC I Regular Interests described in this Section 4.01(h), actual distributions of funds from the
REMIC Sub-Account of the Distribution Account shall be made only in accordance with Section 4.01(a) or Section 4.01(b),
as applicable.


 


SECTION 4.02.      Distribution
Date Statements; Servicer Reporting.


 


(a)       Distribution
Date Statements and Information. Based on information provided to the Certificate Administrator by the Master Servicer pursuant
to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared)
and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder
or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged
Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in
any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing
the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available,
of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the
Depositor, the Master Servicer, the Special Servicer, the Placement Agents, the Rating Agencies or the Directing Certificateholder
any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as
provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover
the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section
5.06.


 






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The Master Servicer or
Special Servicer, as applicable, shall provide (in electronic media) to each Serviced Companion Loan Holder and, upon reasonable
request, to any Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable satisfaction (at
the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer and, with respect to any Serviced Companion Loan Holder, any other information regarding
the related Serviced Loan Combination provided by the Master Servicer or the Special Servicer to any other party hereunder, at
the same time such information is provided to any such party; provided that, in connection therewith, the Master Servicer may require
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
or a Serviced Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not
a Borrower or an Affiliate of a Borrower.


 


Upon the reasonable request
of any Controlling Class Certificateholder identified to the Master Servicer (in the case of a Performing Serviced Mortgage Loan)
or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction and such information is in the Master Servicer’s or Special Servicer’s possession, the Master
Servicer or Special Servicer shall provide or make available (or forward electronically) to such Controlling Class Certificateholder
(at the expense of such Controlling Class Certificateholder) any Conflicted Loan Information (available to Privileged Persons through
the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder through the Certificate
Administrator’s Website on account of it constituting Conflicted Loan Information) relating to any Conflicted Controlling
Class Loan with respect to which such Controlling Class Certificateholder is not a Conflicted Holder; provided that, in
connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect
that such Person is a Controlling Class Certificateholder, will keep such Conflicted Loan Information confidential and is not a
Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and
the Special Servicer shall be entitled to conclusively rely on delivery from a Controlling Class Certificateholder, as applicable,
of an Investor Certification substantially in the form of Exhibit K-2B that such Controlling Class Certificateholder is
not a Conflicted Holder with respect to a particular Mortgage Loan.


 


None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information
supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the Special Servicer or the Certificate Administrator, as
applicable. None of the Certificate Administrator, the Master Servicer or the Special Servicer shall have any obligation to verify
the accuracy or completeness of any information provided by a Borrower, a third party or each other.


 


Any Privileged Person
that is a Borrower, a manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Borrower shall be entitled
to access only the Distribution Date Statement on the Certificate Administrator’s Website. The provisions in this Section
shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website
maintained by the Master Servicer.


 






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Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection
reports and other specific periodic reports otherwise required). If the Master Servicer, the Special Servicer or the Certificate
Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable
fee to cover the costs of the preparation thereof.


 


(b)       Certain
Tax-Related Reporting to Certificateholders by the Certificate Administrator. Within a reasonable period of time after the
end of each calendar year, the Certificate Administrator shall prepare, or cause to be prepared, and mail to each Person who at
any time during the calendar year was a Certificateholder such customary information as the Certificate Administrator deems necessary
or desirable for Certificateholders to prepare their federal, state and local income tax returns, including the amount of original
issue discount accrued on the Certificates, if applicable. The obligations of the Certificate Administrator in the immediately
preceding sentence 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 soon as practicable following the request of any
Certificateholder in writing, the Certificate Administrator shall furnish to such Certificateholder such information regarding
the Mortgage Loans and the Mortgaged Properties as such Certificateholder may reasonably request and, as has been furnished to,
or may otherwise be in the possession of, the Certificate Administrator. Each of the Master Servicer and the Special Servicer shall
promptly provide to the Depositor and the Certificate Administrator such information regarding, in the case of the Master Servicer,
the Mortgage Loans and the Mortgaged Properties and, in the case of the Special Servicer, the Specially Serviced Mortgage Loans
and the Administered REO Properties, as the case may be, in any event as such party may reasonably request and that has been furnished
to, or may otherwise be in the possession of, the Master Servicer or the Special Servicer, as the case may be.


 


(c)       CREFC®
Loan Periodic Update Files. Not later than 2:00 p.m. (New York City time) on the second Business Day following each Determination
Date (which is also the second Business Day preceding the related Distribution Date), the Master Servicer shall deliver to the
Certificate Administrator the CREFC® Loan Periodic Update File, combining information with respect to the Mortgage
Loans, reflecting information as of the close of business on such Determination Date. The CREFC® Loan Periodic Update
File delivered by the Master Servicer as described above shall be in an electronic format that is mutually acceptable to the Master
Servicer and the Certificate Administrator.


 


Notwithstanding the foregoing,
the parties agree that the CREFC® Loan Periodic Update File required to be delivered by the Master Servicer in April
2017 will be based solely upon information generated from actual collections received by the Master Servicer or that are remitted
to the Master Servicer from any Non-Serviced Master Servicer and from information that the respective Mortgage Loan Seller deliver
or cause to be delivered to the Master Servicer (including but not limited to information prepared by third-party servicers of
the subject Mortgage Loans with respect to the period prior to the Closing Date). The Special Servicer, upon request by the Master
Servicer, provide the Master Servicer with such requested information in its possession regarding the Specially Serviced Mortgage
Loans and Administered REO Properties as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental
information to be provided by the Master Servicer to the Certificate Administrator.


 


(d)       CREFC®
Operating Statement Analysis Report, CREFC® Financial Files, CREFC® Comparative Financial Status
Reports and CREFC® NOI Adjustment Worksheets. The Master


 






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Servicer
shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment
Worksheet with respect to each Mortgaged Property that secures a Serviced Mortgage Loan that is not a Specially Serviced Mortgage
Loan and the Special Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC®
NOI Adjustment Worksheet with respect to each Specially Serviced Mortgage Loan and Administered REO Property, in each case
in accordance with the provisions described below and, with respect to any Mortgage Loan secured by multiple Mortgaged Properties,
prepared on a consolidated basis. As to quarterly (that is, not annual) periods, within 105 calendar days after the end of each
of the first three calendar quarters (in each year) for the trailing or quarterly information received, commencing with respect
to the quarter ending on June 30, 2017, the Master Servicer (in the case of Mortgaged Properties that secure Serviced Mortgage
Loans that are not Specially Serviced Mortgage Loans and REO Properties) or the Special Servicer (in the case of Mortgaged Properties
securing Specially Serviced Mortgage Loans and Administered REO Properties) shall, based upon the operating statements or rent
rolls received (if and to the extent received by the Master Servicer or Special Servicer, as applicable) and covering such calendar
quarter, prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC®
Comparative Financial Status Report for each related Mortgaged Property and/or REO Property, using the normalized quarterly
and normalized year-end operating statements and rent rolls received from the related Borrower; provided, however,
that, with respect to any obligation of the Master Servicer or Special Servicer, as applicable, to provide a quarterly analysis
or update, such quarterly analysis or update with respect to the first calendar quarter of each year shall not be required to
the extent provided in the then-current applicable CREFC® guidelines; provided further, that no quarterly analysis
or update will be required with respect to any Mortgage Loan if the related loan documents do not require the related Borrower
to deliver the necessary information on a quarterly basis and the Master Servicer or Special Servicer is unable to obtain such
information from the related Borrower. As to annual (that is, not quarterly) periods, not later than June 30 of each year (beginning
in 2018 for year-end 2017), the Master Servicer (in the case of Mortgaged Properties that secure Serviced Mortgage Loans that
are not Specially Serviced Mortgage Loans and REO Properties) or the Special Servicer (in the case of Mortgaged Properties securing
Specially Serviced Mortgaged Loans and Administered REO Properties) shall, based upon the most recently available normalized year-end
financial statements and most recently available rent rolls received (if and to the extent received by the Master Servicer or
Special Servicer, as applicable) not less than thirty (30) days prior to May 31, prepare (or, if previously prepared, update)
the CREFC® Operating Statement Analysis Report, the CREFC® Comparative Financial Status Report and
a CREFC® NOI Adjustment Worksheet for each related Mortgaged Property and/or REO Property.


 


The Special Servicer
shall remit electronically an image of each CREFC® Operating Statement Analysis Report and/or each CREFC®
NOI Adjustment Worksheet prepared or updated by it (promptly following initial preparation and each update thereof), together with
the underlying operating statements and rent rolls, to the Master Servicer (and the Directing Certificateholder and, upon request,
the Certificate Administrator). The Master Servicer shall remit electronically an image of each CREFC® Operating
Statement Analysis Report and/or each CREFC® NOI Adjustment Worksheet prepared or updated by it (promptly following
initial preparation, each update or receipt thereof), together with the underlying operating statements and rent rolls to the Directing
Certificateholder, the Certificate Administrator (upon request) and, in the case of such a report prepared or updated by the Master
Servicer, the Special Servicer. The Certificate Administrator shall, upon request from the Master Servicer or the Special Servicer
and, to the extent such items have been delivered to the Certificate Administrator by the Master Servicer or the Special Servicer,
make such report (and any underlying operating statements and rent rolls) available to Certificateholders pursuant to Section
8.12(b).


 






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With respect to a Non-Serviced
Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons
as described above in this Section 4.02(d) and according to the same time frames as described above in this Section 4.02(d),
with reasonable promptness following the Master Servicer’s receipt of such information from the related Non-Serviced Master
Servicer under the applicable Non-Serviced Pooling and Servicing Agreement.


 


If, with respect to any
Performing Serviced Mortgage Loan, the Special Servicer has any questions for the related Borrower based upon the information delivered
to the Special Servicer pursuant to Section 3.12(a) or this Section 4.02(d), the Master Servicer shall, in this regard
and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the
Special Servicer in the Special Servicer’s efforts to contact and solicit information from such Borrower.


 


(e)       Reporting
by the Special Servicer. Not later than 1:00 p.m. (New York City time) on the first Business Day following each Determination
Date following the earliest date on which any Mortgage Loan has become a Specially Serviced Mortgage Loan, the Special Servicer
shall prepare and deliver or cause to be delivered to the Master Servicer the CREFC® Special Servicer Loan File,
providing the required information as of such Determination Date. In addition, the Special Servicer shall from time to time provide
the Master Servicer with such information in the Special Servicer’s possession regarding any Specially Serviced Mortgage
Loan or Administered REO Property as may be requested by the Master Servicer and is reasonably necessary for the Master Servicer
to prepare each report and any supplemental information required to be provided by the Master Servicer to the Certificate Administrator.
Notwithstanding the foregoing, the Special Servicer shall not be required to prepare and deliver any of such files or reports with
respect to the initial Determination Date following the Closing Date.


 


(f)        Other
Reporting by the Master Servicer. Not later than 2:00 p.m. (New York City time) on the Business Day immediately preceding each
Distribution Date, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the
Certificate Administrator a CREFC® Financial File, a CREFC® Property File and a CREFC®
Comparative Financial Status Report, providing the most recent information with respect to the subject Mortgage Loans and REO Properties
as of the related Determination Date. Each CREFC® Financial File, CREFC® Property File and CREFC®
Comparative Financial Statement Report delivered by the Master Servicer as described above shall be in electronic format.


 


Not later than 2:00 p.m.
(New York City time) on the Business Day immediately preceding each Distribution Date, the Master Servicer shall deliver or cause
to be delivered, and shall prepare (if any to the extent necessary) and deliver or cause to be delivered to the Certificate Administrator,
in electronic format, a CREFC® Delinquent Loan Status Report, a CREFC® Historical Loan Modification
and Corrected Mortgage Loan Report, a CREFC® Loan Level Reserve/LOC Report, a CREFC® REO Status Report,
a CREFC® Operating Statement Analysis Report, a CREFC® Comparative Financial Status Report, a CREFC®
Servicer Watch List, a CREFC® NOI Adjustment Worksheet, a CREFC® Total Loan Report, a CREFC®
Advance Recovery Report and a Realized Loss Template, in each case providing the most recent information with respect to the Mortgage
Loans and REO Properties as of the related Determination Date and, in each case, if applicable, identifying each subject Mortgage
Loan by loan number and property name. Notwithstanding the foregoing, the Master Servicer shall not be required to prepare and
deliver any of such files or reports with respect to the initial Determination Date following the Closing Date.


 






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The Master Servicer may,
but is not required to, make any of the reports or files comprising the CREFC® Investor Reporting Package prepared
by it available each month on the Master Servicer’s internet website only with the use of a password, in which case the Master
Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall
be deemed to have agreed not to disclose such password to any other Person, (ii) the Directing Certificateholder, and (iii) each
Certificateholder and Certificate Owner who requests such password, provided that (A) the Master Servicer shall not have
such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any
prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable
law or the related Mortgage Loan Documents and (B) any such Certificateholder or Certificate Owner, as the case may be, has delivered
a certification substantially in the form of Exhibit K-1A or Exhibit K-1B, as applicable, to the Certificate Administrator
(with a copy to the Master Servicer). In connection with providing such access to its internet website, the Master Servicer may
require registration and the acceptance of a reasonable disclaimer and otherwise (subject to the preceding sentence) adopt reasonable
rules and procedures, which may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access
on execution of a reasonable agreement governing the availability, use and disclosure of such information, and which may provide
indemnification to the Master Servicer for any liability or damage that may arise therefrom. The preceding sentence shall not be
construed to limit any right that any Person may otherwise have to receive information under any other provision of this Agreement.


 


(g)       Certain
General Provisions Regarding Reporting. The Special Servicer shall deliver to the Master Servicer(s) the reports and files
required to be delivered pursuant to Section 4.02(d) and Section 4.02(e) and the Master Servicer(s) shall deliver
to the Certificate Administrator the reports set forth in Section 4.02(c) and Section 4.02(f), in an electronic format
reasonably acceptable to the Special Servicer, the Master Servicer and the Certificate Administrator. The Master Servicer may,
absent manifest error, conclusively rely on the file to be provided by the Special Servicer pursuant to Section 4.02(e).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer
pursuant to Section 4.02(c) and Section 4.20(f). To the extent that any report to be prepared and provided to the
Certificate Administrator and/or the Directing Certificateholder by the Master Servicer pursuant to Section 4.02(c), Section
4.02(d) or Section 4.20(f) is dependent on information from the Special Servicer or a party under a Non-Serviced Pooling
and Servicing Agreement and the Special Servicer or such party under a Non-Serviced Pooling and Servicing Agreement (as the case
may be) has not timely provided such information to the Master Servicer, the Master Servicer shall on a timely basis provide to
the Certificate Administrator, the Directing Certificateholder as complete a report as the information provided by the Special
Servicer or such party under a Non-Serviced Pooling and Servicing Agreement (as the case may be) permits and shall promptly update
and provide to the Certificate Administrator and the Directing Certificateholder a complete report when the Special Servicer or
such party under a Non-Serviced Pooling and Servicing Agreement (as the case may be) provides the Master Servicer with the requisite
missing information; and the Master Servicer shall not be in breach hereunder for so providing an incomplete report under Section
4.02(c), Section 4.02(d) or Section 4.02(f) under the foregoing circumstances. Furthermore, if any report to
be provided to the Certificate Administrator and/or the Directing Certificateholder by the Master Servicer pursuant to Section
4.02(c), Section 4.02(d) or Section 4.02(f) was to be prepared by the Special Servicer and delivered to the Master
Servicer, the Master Servicer shall not be in breach by reason of any delay in its delivery of such report to the Certificate Administrator,
the Directing Certificateholder and/or the Majority Controlling Class Certificateholder by reason of a delay on the part of the
Special Servicer; and the Master Servicer shall deliver as promptly as reasonably practicable to the Certificate Administrator,


 






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the Directing
Certificateholder and the Majority Controlling Class Certificateholder any such report that it receives from the Special Servicer
after the requisite delivery date.


 


(h)       Certain
Means of Delivery. Except to the extent a form of delivery is specified in this Agreement, if the Master Servicer or Special
Servicer is required to deliver any statement, report or information under any provision 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 internet website or the Certificate Administrator’s
internet website and notifying the Person(s) entitled to such statement, report or information of such availability. Notwithstanding
the foregoing, (A) the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer may each request delivery
in paper format of any statement, report or information required to be delivered to the Certificate Administrator, the Trustee
or the Special Servicer, as the case may be, (B) any statement, report or information under any provision of this Agreement to
be posted to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website shall be delivered
to the Certificate Administrator or the Rule 17g-5 Information Provider, as the case may be, in electronic format pursuant to Section
8.12(c), and (C) clause (z) shall not apply to the delivery of any information required to be delivered to the Certificate
Administrator, the Trustee or the Special Servicer, as the case may be, unless the Certificate Administrator, the Trustee or the
Special Servicer, as the case may be, consents to such delivery.


 


(i)        No
provisions of this Agreement shall be deemed to require the Master Servicer or Special Servicer to confirm or make any representation
regarding the accuracy of (or to be liable or responsible for) any other Person’s information or report.


 


(j)        The
Master Servicer shall produce the reports required of it under this Agreement but shall not be required to (but may upon request)
produce any ad hoc non-standard written reports. If the Master Servicer elects to provide any non-standard reports, it may require
the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


(k)       Notwithstanding
anything in this Section 4.02 to the contrary, in preparing and disseminating any of the statements, reports and other information
required under this Section 4.02, insofar as such statements, reports and other information relate to a Non-Serviced Mortgage
Loan or any related REO Property, the Master Servicer, absent manifest error, shall be entitled to rely upon the information received
by it under the related Co-Lender Agreement and/or the related Non-Serviced Pooling and Servicing Agreement.


 


(l)         Each
of the parties hereto shall cooperate with the other to make information available that may be necessary to satisfy the requirements
of Subsection (d)(4)(i) of Rule 144A under the Securities Act.


 


(m)      [Reserved]


 


(n)       With
respect to any Serviced Loan Combination, the Master Servicer shall deliver or cause to be delivered to the related Serviced Companion
Loan Holder (or its designee) or, after the securitization of any Serviced Pari Passu Companion Loan, to the related Other Master
Servicer, the Certificate Administrator (upon request), the Special Servicer and the Directing Certificateholder the


 






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following
materials, in writing or by electronic means reasonably acceptable to the related Serviced Companion Loan Holder(s) (or its designee)
(and such reports may include any reasonable disclaimers with respect to information provided by third parties or with respect
to assumptions required to be made in the preparation of such reports as the Master Servicer deems appropriate) not later than
two (2) Business Days after the end of each Collection Period (but, in the case of a Serviced Pari Passu Companion Loan that has
been included in an Other Securitization, in any event no later than any applicable Serviced Pari Passu Companion Loan Early Remittance
Date);


 


(i)        the
amount of the distributions made on the respective interests in such Serviced Loan Combination for such period allocable to interest
(separately identifying Default Interest) and the amount thereof allocable to principal;


 


(ii)       if
the amount of the distributions to any related Serviced Companion Loan Holder(s) was less than the full amount that would have
been distributable to such Serviced Companion Loan Holder if there had been sufficient funds, the amount of the shortfall, stating
separately the amounts allocable to interest and principal;


 


(iii)      the
outstanding principal balance of such Serviced Loan Combination and the Serviced Companion Loan(s) therein immediately following
payment for such period;


 


(iv)      the
aggregate amount of unscheduled payments of principal received on such Serviced Loan Combination and the allocation thereof to
each interest in such Serviced Loan Combination (and the source thereof) made during the related period;


 


(v)       the
aggregate outstanding Servicing Advances with respect to such Serviced Loan Combination and interest thereon as of the end of,
and all interest paid on Servicing Advances with respect to such Serviced Loan Combination during, the prior calendar month;


 


(vi)      the
amount of the servicing compensation paid to the Master Servicer and the Special Servicer with respect to such Serviced Loan Combination,
including the Servicing Fee, any Pari Passu Primary Servicing Fee, the Special Servicing Fee, any Workout Fee, any Liquidation
Fee (other than any Liquidation Fee due in respect of the Mortgage Loan) and any charges to the related Borrower retained by the
Master Servicer or the Special Servicer as allocated between the Mortgage Loan and any Serviced Companion Loan(s) in such Serviced
Loan Combination;


 


(vii)     the
amount of any shortfalls in distributions to the holders of the Mortgage Loan and any Serviced Companion Loan(s) in the related
Serviced Loan Combination for such period and the amount of any outstanding amounts due on such Mortgage Loan and Serviced Companion
Loan(s) for prior periods;


 


(viii)    information
contained in the CREFC® Investor Reporting Package relating solely to any related Serviced Loan Combination; and


 


(ix)      any
and all other reports required to be delivered by the Master Servicer to the Trustee hereunder pursuant to the terms hereof to
the extent related to such Serviced Loan Combination.


 






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(o)       No
provision of this Agreement shall be construed to prohibit or restrict the Depositor or its designee from delivering or furnishing
any reports, certificates or other information of any nature to the Rating Agency or any other credit rating agency.


 


SECTION 4.03.      P&I Advances.


 


(a)       On
or before 1:00 p.m. (New York City time) on each P&I Advance Date, the Master Servicer shall, subject to Section 4.03(c),
either (i) remit from its own funds to the Certificate Administrator for deposit into the Distribution Account an amount equal
to the aggregate amount of P&I Advances, if any, to be made by the Master Servicer 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 by the Master Servicer; provided, however, that
to the extent that amounts on deposit in the Collection Account were insufficient to pay the CREFC® License Fee
on the related Master Servicer Remittance Date, the related Master Servicer shall pay any P&I Advances required to be made
by it on such P&I Advance Date pursuant to this Section 4.03 to CREFC® to pay the balance of such CREFC®
License Fee. 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 prior
to the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit of Late Collections
of the delinquent principal and interest in respect of which such P&I Advances were made). If, as of 3:30 p.m. (New York City
time) on any P&I Advance Date, the Master Servicer shall not have made any P&I Advance required to be made by it on such
date pursuant to this Section 4.03(a) (and shall not have delivered to the Certificate Administrator and the Trustee the
Officer’s Certificate and other documentation related to a determination of nonrecoverability of a P&I Advance pursuant
to Section 4.03(c)) or shall not have remitted any portion of the Master Servicer Remittance Amount required to be remitted
by the Master Servicer on such date, then the Certificate Administrator shall provide notice of such failure to the Master Servicer
by facsimile transmission (at facsimile number: (704) 715-0034 and by telephone (at (800) 326-1334) as soon as possible, but in
any event before 4:30 p.m. (New York City time) on such P&I Advance Date. If after such notice the Certificate Administrator
does not receive the full amount of such P&I Advances by 9:00 a.m. (New York City time) on the related Distribution Date, then
the Certificate Administrator shall promptly notify the Trustee (but in any event before 10:00 a.m. (New York City time) and the
Trustee shall (not later than 12:00 noon, New York City time, on the related Distribution Date) make the portion of such P&I
Advances that was required to be, but was not, made or remitted, as the case may be, by the Master Servicer with respect to the
related Distribution Date.


 


With respect to any Mortgage
Loan that is part of a Serviced Loan Combination, the Master Servicer or Trustee, as applicable, shall provide the Other Master
Servicer and the Other Trustee under the Other Securitization with written notice of any P&I Advance relating to such Mortgage
Loan within two (2) Business Days of making such P&I Advance.


 


(b)       The
aggregate amount of P&I Advances to be made by the Master Servicer (or by the Trustee, if the Master Servicer fails to do so)
in respect of any Distribution Date, subject to Section 4.03(c) below, shall equal the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments, in each case net of any related Servicing Fees (and, in the case
of a Non-Serviced Mortgage Loan or REO Mortgage Loan that is a successor thereto, the Non-Serviced Trust Advisor fee payable under
the related Non-Serviced Pooling and Servicing Agreement), due or deemed


 






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due,
as the case may be, in respect of the Mortgage Loans and any successor REO Mortgage Loans with respect thereto on their respective
Due Dates occurring in the month in which such Distribution Date occurs, in each case to the extent such amount was not Received
by the Trust as of the close of business on the related Determination Date; provided that, if an Appraisal Reduction Amount
exists with respect to any Required Appraisal Loan, then the interest portion of any P&I Advance required to be made in respect
of such Required Appraisal 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 (i) the amount of the interest portion
of such P&I Advance that would otherwise be required to be made in respect of such Required Appraisal Loan for such Distribution
Date without regard to this proviso, multiplied by (ii) a fraction, expressed as a percentage, the numerator of which shall equal
the Stated Principal Balance of such Required Appraisal Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount, and the denominator of which shall equal the Stated Principal Balance of such Required Appraisal Loan immediately
prior to such Distribution Date.


 


(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. The determination by the Master Servicer (or, if applicable, the Trustee) that a prior
P&I Advance (or Unliquidated Advance in respect thereof) that it has made constitutes a Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be made by such Person subject
to the Servicing Standard or, in the case of the Trustee, in its reasonable, good faith judgment. In making such recoverability
determination, such Person will be entitled to consider (among other things) the obligations of the Borrower under the terms of
the related Mortgage Loan as it may have been modified, to consider (among other things) the related Mortgaged Properties in their
“as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of recoveries. In addition, any Person, in considering whether
a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to (a) 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 and (b) the existence of any outstanding Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans which, at the time of such consideration, the reimbursement of which
is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement,
in light of the fact that proceeds on the related Mortgage Loan are a source of reimbursement 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. Upon determination that any such Advance is a Nonrecoverable Advance (on
the basis set forth in the prior sentence), the Master Servicer shall, in accordance with the Servicing Standard, provide written
notice to the Directing Certificateholder. In addition, any such Person may update or change its recoverability determinations
at any time and may obtain from the Special Servicer any analysis, Appraisals or market value estimates or other information in
the possession of the Special Servicer for such purposes. Any determination by the Master Servicer (or, if applicable, the Trustee)
that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered to the Depositor, the Special Servicer, the Certificate
Administrator, the Directing Certificateholder and, if made by the Master Servicer, the Trustee (on or before the related P&I
Advance Date in the case of a proposed P&I Advance) and, if such


 






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Nonrecoverable
P&I Advance is with respect to a Mortgage Loan in any Serviced Pari Passu Loan Combination, the Serviced Pari Passu Companion
Loan Holder(s) or, following the securitization of a related Serviced Pari Passu Companion Loan, the Other Master Servicer (if
applicable), setting forth the basis for such determination, accompanied by a copy of an Appraisal of the related Mortgaged Property
or REO Property performed within the twelve (12) months preceding such determination by a Qualified Appraiser or Qualified Reviewer,
and further accompanied by any other information, including engineers’ reports, environmental surveys or similar reports,
that the Person making such determination may have obtained. A copy of any such Officer’s Certificate (and accompanying
information) of the Trustee shall also be promptly delivered to the Certificate Administrator, the Directing Certificateholder,
the Majority Controlling Class Certificateholder, the Special Servicer and the Master Servicer for the subject Mortgage Loan and,
with respect to any Serviced Pari Passu Loan Combination, the Serviced Pari Passu Companion Loan Holder(s) and the Other Master
Servicer (if applicable). Absent bad faith, the Master Servicer’s determination as to the recoverability of any P&I
Advance shall be conclusive and binding on the Certificateholders and, in all cases, the Trustee shall be entitled to conclusively
rely on any nonrecoverability determination made by the Master Servicer with respect to a particular P&I Advance. The Special
Servicer shall promptly furnish any party required to make P&I Advances hereunder or, in the case of a Serviced Pari Passu
Companion Loan, comparable advances under the terms of the Other Pooling and Servicing Agreement, with any information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as such party required to make P&I Advances
may reasonably request. The Master Servicer shall consider Unliquidated Advances in respect of prior P&I Advances as outstanding
Advances for purposes of recoverability determinations as if such Unliquidated Advance were a P&I Advance.


 


The Special Servicer
for each Mortgage Loan shall also be entitled to make a determination (subject to the same standards and procedures that apply
in connection with a determination by the Master Servicer) to the effect that a prior P&I Advance (or Unliquidated Advance
in respect thereof) previously made hereunder by the Master Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable
P&I Advance or that any proposed P&I Advance by the Master Servicer (or, if applicable, the Trustee), if made, would constitute
a Nonrecoverable P&I Advance, in which case, after written notice of such determination by the Special Servicer to the Master
Servicer and the Trustee, such determination shall be conclusive and binding on the Master Servicer and the Trustee and such P&I
Advance shall constitute a Nonrecoverable P&I Advance for all purposes of this Agreement. A copy of any Officer’s Certificate
(and accompanying information) of the Special Servicer in support of its determination shall be promptly delivered to the Master
Servicer for the subject Mortgage Loan. The Special Servicer may update or change its recoverability determination at any time.


 


(d)       In
the case of each Mortgage Loan, the Master Servicer and the Trustee shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each P&I Advance made thereby (with its own funds), to the extent
that such P&I Advance (i) relates to a Monthly Payment or Assumed Monthly Payment in respect of a Mortgage Loan that is a Past
Grace Period Loan or an REO Mortgage Loan when made, in which case such interest shall begin to accrue from the related P&I
Advance Date, or (ii) remains outstanding when the subject Mortgage Loan becomes a Past Grace Period Loan in respect of the subject
Monthly Payment or Assumed Monthly Payment, in which case such interest shall begin to accrue when the subject Mortgage Loan becomes
a Past Grace Period Loan in respect of the subject Monthly Payment or Assumed Monthly Payment, in either case, for so long as such
P&I Advance is outstanding (or, in the case of Advance Interest payable to the Master Servicer, if earlier, until the Late
Collection of the delinquent principal and/or interest in respect of which such P&I Advance was made has been Received by the
Trust). Such interest with


 






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respect
to any P&I Advance shall be payable: (i) first, in accordance with Sections 3.05 and 3.25, out of any
Default Charges subsequently collected on the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance relates;
and (ii) then, after such P&I Advance is reimbursed, but only if and to the extent that such Default Charges are insufficient
to cover such Advance Interest, out of general collections on the Mortgage Loans and REO Properties on deposit in the Collection
Account. The Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse itself or the Trustee, as
applicable, for any outstanding P&I Advance made thereby with respect to any Mortgage Loan or REO Mortgage Loan as soon as
practicable after funds available for such purpose are deposited in the Collection Account, and in no event shall interest accrue
in accordance with this Section 4.03(d) on any P&I Advance as to which the corresponding Late Collection was received
by or on behalf of the Trust as of the related P&I Advance Date.


 


(e)           With
respect to any Serviced Loan Combination, the Master Servicer will be permitted to make its determination that it has made a P&I
Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.03(a) independently
of any determination made in respect of the related Serviced Pari Passu Companion Loan, by the related Other Master Servicer. If
the Master Servicer determines that a proposed P&I Advance with respect to such Serviced Loan Combination, if made, or any
outstanding P&I Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance or if the Master Servicer subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance or
an outstanding Servicing Advance is or would be a Nonrecoverable Advance, or if the Master Servicer receives written notice from
the Special Servicer for such Serviced Loan Combination that the Special Servicer has made such a determination, pursuant to this
Section 4.03(e), the Master Servicer shall promptly provide the related Other Master Servicer written notice of such determination.
If the Master Servicer receives written notice from any related Other Master Servicer that such Other Master Servicer has determined,
with respect to the related Serviced Pari Passu Companion Loan, that any proposed advance of principal and/or interest with respect
to such Serviced Pari Passu Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable
advance of principal and/or interest, such determination shall not be binding on the Certificateholders, the Master Servicer or
the Trustee but each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability
determination.


 


In connection with any
Non-Serviced Mortgage Loan, any determination by the Master Servicer that any P&I Advance made or to be made with respect to
such Non-Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is or, if made, would be a Nonrecoverable
P&I Advance may be made independently from any determinations (or the absence of any determinations) made by the related Non-Serviced
Master Servicer regarding nonrecoverability of debt service advances on the related Non-Serviced Pari Passu Companion Loan.


 


The Special Servicer,
for each Serviced Loan Combination or Non-Serviced Mortgage Loan, shall also be entitled to make a determination (subject to the
same standards and procedures that apply in connection with a determination by the Master Servicer) to the effect that a prior
P&I Advance (or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer (or, if applicable,
the Trustee) constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance by the Master Servicer (or, if applicable,
the Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case, after written notice of such determination
by the Special Servicer to the Master Servicer and the Trustee, such P&I Advance shall constitute a Nonrecoverable P&I
Advance for all


 






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purposes
of this Agreement and the Master Servicer and the Trustee shall conclusively rely on such determination by the Special Servicer
that a P&I Advance is a Nonrecoverable Advance; provided that in no event shall a determination by the Special Servicer that
a previously made or proposed P&I Advance would be recoverable be binding on the Master Servicer or the Trustee. A copy of
any Officer’s Certificate (and accompanying information) of the Special Servicer in support of its determination shall be
promptly delivered to the Master Servicer for the subject Mortgage Loan. The Special Servicer may update or change its recoverability
determination at any time.


 


(f)        With
regard to such P&I Advances, the Master Servicer or the Trustee shall account for that part of the P&I Advances which is
attributable to Past Grace Period Loans, and that part of the P&I Advances which is attributable to Within Grace Period Loans.


 


(g)       Notwithstanding
anything to the contrary, no P&I Advances shall be made with respect to any Companion Loan or any successor REO Mortgage Loan.


 


SECTION 4.04.      Allocation
of Realized Losses and Additional Trust Fund Expenses.


 


(a)       On
each Distribution Date, following the distributions to Certificateholders to be made on such date pursuant to Section 4.01,
the Certificate Administrator shall determine the amount, if any, by which (i) the then aggregate of the Class Principal Balances
of all the Classes of Principal Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool
that will be outstanding immediately following such Distribution Date. If such excess does exist, then, except to the extent that
such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portions of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Subsection (II)(iii) of Section
3.05(a)) during any prior Collection Period (other than those that were determined to constitute Nonrecoverable Advances in
the immediately preceding Collection Period), the Class Principal Balances of the Class G Certificates, Class F Certificates, Class
E Certificates, Class D Certificates, Class C Certificates, Class B Certificates and Class A-S Certificates shall be reduced sequentially,
in that order, in each case, until such excess or the related Class Principal Balance is reduced to zero (whichever occurs first).
If, after the foregoing reductions, the amount described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of such sentence, then, except to the extent that such excess exists because of the reimbursement
of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of
principal on the Mortgage Pool pursuant to Subsection (II)(iii) of Section 3.05(a)) during any prior Collection Period
(other than those that were determined to constitute Nonrecoverable Advances in the immediately preceding Collection Period), the
respective Class Principal Balances of all the outstanding Classes of the Class A Certificates shall be reduced on a pro rata
basis in accordance with the relative sizes of such Class Principal Balances, until any such remaining excess is reduced to zero.
All reductions in the Class Principal Balances of the respective Classes of the Principal Balance Certificates under this Subsection
(a) shall constitute allocations of Realized Losses and Additional Trust Fund Expenses.


 


(b)       On
each Distribution Date, following the deemed distributions to be made in respect of the REMIC II Regular Interests on such date
pursuant to Section 4.01(h), the Certificate Administrator shall determine the amount, if any, by which (i) the then aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution Date. If such excess does exist, then, except to
the extent that such excess exists because of the reimbursement of Workout-


 






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Delayed
Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the
Mortgage Pool pursuant to Subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period, the Uncertificated
Principal Balances of REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E, REMIC II Regular
Interest D, REMIC II Regular Interest C and REMIC II Regular Interest B shall be reduced sequentially, in that order, in each
case, until such excess (other than any portion thereof that exists because of the reimbursement of Workout-Delayed Reimbursement
Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to Subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period) or the related Uncertificated
Principal Balance is reduced to zero (whichever occurs first). If, after the foregoing reductions, the amount described in clause
(i) of the second preceding sentence still exceeds the amount described in clause (ii) of such sentence, then, except
to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Subsection (II)(iii)
of Section 3.05(a)) during the preceding Collection Period, the Uncertificated Principal Balances of the REMIC II Regular
Interest that are the Corresponding REMIC II Regular Interest with respect to the Class A-1, Class A-2 and Class A-3 Certificates
shall be reduced on a pro rata basis, as among such individual Corresponding REMIC II Regular Interests, in accordance
with their Uncertificated Principal Balances, until any such remaining excess is reduced to zero. All reductions in the Uncertificated
Principal Balances of the respective REMIC II Regular Interests under this Subsection (b) shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.


 


(c)       On
each Distribution Date, if, following the deemed distributions to be made in respect of the REMIC I Regular Interests pursuant
to Section 4.01(h), the Uncertificated Principal Balance of any REMIC I Regular Interest, in each case after taking account
of such deemed distributions, exceeds the Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan (or, if such
REMIC I Regular Interest relates to multiple Replacement Mortgage Loans, the aggregate Stated Principal Balance of the related
Mortgage Loans and/or REO Mortgage Loans), as the case may be, that will be outstanding immediately following such Distribution
Date, then, except to the extent that such excess exists (taking account of the provisions of the next succeeding sentence) because
of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or
other collections of principal on the Mortgage Pool pursuant to Subsection (II)(iii) of Section 3.05(a)) during the
preceding Collection Period, the Uncertificated Principal Balance of such REMIC I Regular Interest shall be reduced to equal such
Stated Principal Balance of such related Mortgage Loan or REO Mortgage Loan (or, if such REMIC I Regular Interest relates to multiple
Replacement Mortgage Loans, the aggregate Stated Principal Balance of the related Mortgage Loans and/or REO Mortgage Loans), as
the case may be, that will be outstanding immediately following such Distribution Date. For purposes of the immediately preceding
sentence, the aggregate amount excluded from the aggregate reductions of the Uncertificated Principal Balances of the REMIC I Regular
Interests collectively shall equal the amount excluded from the reductions of the Uncertificated Principal Balances of the REMIC
II Regular Interests pursuant to Subsection (b) and such aggregate exclusion amount shall be deemed to be allocated among
the REMIC I Regular Interests pro rata according to their Stated Principal Balances that, in the absence of such any and
all such exclusions, would have been outstanding immediately after such Distribution Date by operation of the immediately preceding
sentence. Any reductions in the Uncertificated Principal Balances of the respective REMIC I Regular Interests under this Subsection
(c) shall be deemed to constitute allocations of Realized Losses and Additional Trust Fund Expenses.


 






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SECTION 4.05.      Appraisal
Reduction Amounts; Collateral Deficiency Amounts.


 


(a)       For
purposes of determining the Controlling Class (and whether a Control Termination Event has occurred and is continuing), any Appraisal
Reduction Amounts and Collateral Deficiency Amounts (with respect to a Serviced Loan Combination, to the extent allocated to the
related Mortgage Loan) shall be allocated to each Class of Certificates in reverse sequential order to notionally reduce the related
Certificate Principal Balances until the Certificate Principal Balance of each such Class is reduced to zero (i.e., first,
to the Class G Certificate, second, to the Class F Certificates, third, to the Class E Certificates, fourth,
to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates, seventh,
to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Class
A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates.


 


As of the first Determination
Date after a Serviced Mortgage Loan becomes an A/B Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency
Amount exists with respect to such A/B 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.
The Master Servicer shall deliver electronically to the Special Servicer any information in its possession that is reasonably required
to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Serviced Mortgage Loan and any related
Serviced Companion Loan using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s
reasonable request. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan has
become an A/B Modified Loan, the Special 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 A/B Modified Loan, in addition to all
other information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such A/B Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such A/B 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 A/B Modified Loan, such
party shall promptly notify the Special Servicer thereof. None of the Master Servicer, 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 the Controlling Class or
the occurrence and continuance of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined
on an “as is” basis.


 


The Special Servicer
shall promptly notify the Master Servicer and the Certificate Administrator of the amount of (i) any Appraisal Reduction Amount,
(ii) any Collateral Deficiency Amount (which notification shall be satisfied through delivery of such Appraisal Reduction Amount
and Collateral Deficiency Amount as included in the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package) and (iii) except in the case of the Master Servicer, any resulting Cumulative Appraisal Reduction Amount
with respect to each A/B Modified Loan, and the


 






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Certificate
Administrator shall promptly post notice of such Appraisal Reduction Amount and/or Collateral Deficiency 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 and the Special Servicer 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(l) (the cost of obtaining such information from the Depository being an expense of the
Trust).


 


(b)       (i)
Any Class of Control Eligible Certificates, the Certificate Principal Balance of which (taking into account the application of
any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Principal Balance of such
Class) has been reduced to less than 25% of its initial Certificate Principal Balance, is herein referred to as an “Appraised-Out
Class”. Any Appraised-Out Class will no longer be the Controlling Class; provided, however, that if at any time,
the Certificate Principal 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, then the Controlling Class will be the most subordinate class of Control
Eligible Certificates that has an aggregate Certificate Principal Balance greater than zero without regard to any Appraisal Reduction
Amounts; and provided further, however, that an Appraised-Out Class will be entitled to continue to exercise the rights
of the Controlling Class until ten (10) days following its receipt of written notice of the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, unless the Requesting Holders (as defined below) provide written notice of their intent to challenge
such Appraisal Reduction Amount or Collateral Deficiency Amounts, as applicable, to the Special Servicer and the Certificate Administrator
within such 10-day period as described below. If the Requesting Holders provide such notice, then the Appraised-Out Class will
be entitled to continue to exercise the rights of the Controlling Class until the earliest of (x) 120 days following the related
Appraisal Trigger Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (y) the determination
by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling
Class and (z) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise
the rights of the Controlling Class, the rights of the Controlling Class shall not be exercised by any Class of Certificates, unless
a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. The Holders of the majority (by
Certificate Principal Balance) of an Appraised-Out Class shall have the right and, with respect to a Serviced Loan Combination,
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 Loan Combination) 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 Special Servicer shall use
commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer.


 






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(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer and 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
Pooling and Servicing Agreement and applicable Co-Lender Agreement) shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount (as applicable) is warranted, and if so warranted, 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 Principal Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable.


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Loan Combination as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Loan Combination 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 Loan Combination)),
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 and ((i) prior to the occurrence and
continuance of any Consultation Termination Event and (ii) other than with respect to any Conflicted 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 and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect
to any Conflicted Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Loan Combination, 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. 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


 






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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 Loan Combination, as applicable. Prior to the occurrence 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
Loan Combination 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 Loan Combination; 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.


 


(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Loan Combination
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 Loan Combination, 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 Loan Combination shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling and Servicing Agreement.


 


(e)       Each
Serviced Loan Combination 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 Loan Combination. Any Appraisal Reduction Amount
in respect of a Serviced A/B Loan Combination in respect of an A/B Modified Loan will be allocated in accordance with the related
Co-Lender Agreement or, if no allocation is specified in the related Co-Lender Agreement, then, first, to the related 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 Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount
that would impact any Serviced Pari Passu Loan Combination will be allocated in accordance with the related Co-Lender Agreement
or, if no allocation is specified in the related Co-Lender Agreement, then, pro rata, between the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 






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SECTION 4.06.      Calculations.


 


Provided that the Certificate
Administrator receives the necessary information from the Master Servicer and/or the Special Servicer, the Certificate Administrator
shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions to be made
pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a) and the
actual and deemed allocations of Realized Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Certificate Administrator shall calculate the Available Distribution Amount for each Distribution Date and shall allocate such
amount among Certificateholders in accordance with this Agreement. Upon request from the Master Servicer or Special Servicer, the
Certificate Administrator shall provide to the Master Servicer or the Special Servicer, as the case may be, supporting documentation
with respect to such calculations. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation
to recompute, recalculate or otherwise verify any information provided to it by the Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.06 shall, in the absence of manifest error, be presumptively deemed to be correct
for all purposes hereunder.


 


ARTICLE V



THE CERTIFICATES


 


SECTION 5.01.      The Certificates.


 


(a)       The
Certificates will be substantially in the respective forms attached hereto as Exhibits A-1 through A-3; provided
that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required
to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will be issuable in registered form only; provided,
however, that in accordance with Section 5.03, beneficial ownership interests in the Principal Balance Certificates
and Interest-Only Certificates shall initially be held and transferred through the book-entry facilities of the Depository. The
Principal Balance Certificates and Interest-Only Certificates will be issuable only in denominations corresponding to initial Certificate
Principal Balances or initial Certificate Notional Amounts, as the case may be, as of the Closing Date of $25,000 in the case of
each Class of Principal Balance Certificates and $1,000,000 in the case of any Class of Interest-Only Certificates, and in each
such case in integral multiples of $1 in excess thereof. The Class Q Certificates will be issuable in denominations representing
Percentage Interests of 100%. The Class R Certificates will be issuable in denominations representing Percentage Interests of not
less than 10%.


 


(b)       The
Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder
by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the authorized
officers or signatories of the Certificate Registrar shall be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to
any benefit under this Agreement, or be valid for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in


 






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the form
provided for herein executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any
Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.


 


SECTION 5.02.      Registration
of Transfer and Exchange of Certificates.


 


(a)       At
all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate
Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate
Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar
may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicer, the Special Servicer and (if
the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company
to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such
appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate
administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator
(if it is not the Certificate Registrar), the Master Servicer and the Special Servicer shall each have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register.


 


If three or more Holders
make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which
such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request,
afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most
recent list of Certificateholders held by the Certificate Registrar.


 


(b)       No
Transfer of any Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the
United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities
or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories
and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction.


 


If a Transfer of any
Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance
of the Certificates or a Transfer of such Certificate by the Depositor, any Placement Agent or any of their respective Affiliates
or, in the case of a Global Certificate for any Class of Book-Entry Certificates, a Transfer thereof to a successor Depository
or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse
to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form


 






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attached
hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the
form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer
of a Class Q or Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached
hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect
that such prospective Transferee is a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class
Q or Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional
Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense
of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Certificate Administrator,
the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s)
as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s
prospective Transferee on which such Opinion of Counsel is based.


 


If a Transfer of any
interest in the Rule 144A Global Certificate for any Class of Book-Entry Certificates is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the Book-Entry Certificates or a Transfer of any interest
therein by the Depositor, any Placement Agent or any of their respective Affiliates), then (A) the Certificate Owner desiring to
effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee
substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective
Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act or (B)
the Transferee of such interest in the Rule 144A Global Certificate for any Class of Book-Entry Certificates shall be deemed to
have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject
Transfer, true and correct. Notwithstanding anything to the contrary contained herein, the Regular Certificates issued to Institutional
Accredited Investors on the Closing Date may be issued in global form on a Rule 144A Global Certificate upon delivery to the Certificate
Administrator of an executed certificate substantially in the form of Exhibit C-1B. Any subsequent Transfer shall be done
in accordance with the provisions set forth herein. Except as provided in the following paragraph, no interest in the Rule 144A
Global Certificate for any Class of Book-Entry Certificates shall be transferred to any Person who takes delivery other than in
the form of an interest in such Rule 144A Global Certificate.


 


Notwithstanding the preceding
paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Certificates may be transferred (without
delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the
preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any
Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates
upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in the Book-Entry Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and
such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry


 






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Certificates
and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest
in such Class specified in such orders and instructions.


 


Except as provided in
the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Certificates shall
be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate.
On and prior to the Release Date, the Certificate Owner desiring to effect any such Transfer shall be required to obtain from such
Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B
hereto certifying that such Transferee is not a United States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry Certificates may be held only through Euroclear or Clearstream.
The Regulation S Global Certificate for each Class of Book-Entry Certificates shall be deposited with the Certificate Administrator
as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.


 


Notwithstanding the preceding
paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Certificates may
be transferred by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person
who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer
is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository
Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant
by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests
in such Class of Book-Entry Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and
orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Certificates, and increase
the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.


 


None of the Depositor,
the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator
or the Certificate Registrar is obligated to register or qualify any Class of Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Certificate or interest
therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any
Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Placement Agents, the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax Administrator and the Certificate Registrar against
any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws or is not made in accordance with such federal and state laws.


 


(c)       No
Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section
406 or


 






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407 of
ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax
under Section 4975 of the Code. Except in connection with the initial issuance of the Certificates or any Transfer of a Certificate
or any interest therein by the Depositor, any Placement Agent or any of their respective Affiliates or, in the case of a Global
Certificate for any Class of Book-Entry Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate
Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive
Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global
Certificate for any Class of Book-Entry Certificates shall be required to obtain from its prospective Transferee, either (i) a
certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate
or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only
in the case of a Certificate that is not a Class Q or Class R Certificate, a certification to the effect that the purchase and
holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and
(b) of the Code, by reason of Sections I and III of PTCE 95-60 or in the case of a Plan subject to Similar Law does not result
in a non-exempt violation of Similar Law; or (iii) alternatively, but only in the case of a Certificate that is an Investment
Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored
(within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) agrees that it will obtain from
each of its Transferees a written certification described in clause (i) above, a written certification described in clause
(ii) above or a written representation that such Transferee satisfies the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees
a similar written certification or representation. It is hereby acknowledged that the forms of certification attached hereto as
Exhibit D-1 (in the case of Definitive Certificates) and Exhibit D-2 (in the case of ownership interests in Book-Entry
Certificates) are acceptable for purposes of the preceding sentence. In lieu of one of the foregoing certifications, a prospective
Transferee may deliver to the Certificate Registrar a certification of facts and an Opinion of Counsel (upon which the Trustee
and the Certificate Administrator may conclusively rely) which establish that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or result in the imposition
of an excise tax under Section 4975 of the Code, and will not subject the Trustee, the Depositor, the Certificate Administrator,
the Master Servicer, the Special Servicer or a Sub-Servicer to any obligation in addition to those undertaken in this Agreement;
in the case of an ownership interest in a Book-Entry Certificate, the prospective Transferee shall also deliver to the Certificate
Owner from whom it is acquiring the interest a copy of such certification of facts and Opinion of Counsel, and a certification
that these documents have been delivered to the Certificate Registrar. If any Transferee of a Certificate or any interest therein
does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate)
or the Transferor (in the case of ownership interests in a Book-Entry Certificate) any certification and/or Opinion of Counsel
contemplated by the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that either:
(i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest
therein by such Transferee are exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and
the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in
the case of such a Certificate that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in the
case of such a


 






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Certificate that is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law does
not result in a non-exempt violation of Similar Law.


 


(d)          (i)      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 and to have irrevocably authorized the Certificate Administrator
under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the
Certificate Administrator under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute
all instruments of Transfer and to do all other things necessary in connection with any such disposition. The rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions:


 


		(A)	Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify in writing the Tax Administrator and the Certificate Administrator of any change or impending
change in its status as a Permitted Transferee.



 


		(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 shall not register the Transfer of any Class R Certificate until its receipt,
of an affidavit and agreement substantially in the form attached hereto as Exhibit E-1 (a “Transfer Affidavit and
Agreement”), from the proposed Transferee, representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee.



 


		(C)	Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of either the Certificate Administrator or the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.



 


		(D)	Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1)
to require a Transfer Affidavit and Agreement 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 certificate substantially in the form attached hereto as Exhibit E-2 stating that, among
other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee.



 


		(E)	Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing such Ownership Interest, agrees to promptly give the Tax Administrator and the Certificate Administrator written

                                                                                




 






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notice
that it is a “pass-through interest holder”, that is, an individual or certain entities owned by, or that compute
their income in the same manner as, individuals, within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a
Class R Certificate on behalf of, a “pass-through interest holder”.


 


		(ii)	(A) If any purported Transferee shall become a Holder of a Class R Certificate in violation
of the provisions of this Section 5.02(d), then the last preceding Holder of such Class R Certificate that was in compliance
with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of such Class R Certificate. None of the Depositor, the Certificate Administrator,
the Trustee or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Class
R Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to
the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.



 


		(B)	If any purported Transferee shall become a Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(d), then, to the extent that retroactive restoration of the rights of the preceding Holder
of such Class R Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate
Administrator shall have the right, but not the obligation, to cause the Transfer of such Class R Certificate to a Permitted Transferee
selected by the Certificate Administrator on such terms as the Certificate Administrator may choose, and the Certificate Administrator
shall not be liable to any Person having an Ownership Interest in such Class R Certificate as a result of the Certificate Administrator’s
exercise of such discretion. Such purported Transferee shall promptly endorse and deliver such Class R Certificate in accordance
with the instructions of the Certificate Administrator. Such Permitted Transferee may be the Certificate Administrator itself or
any Affiliate of the Certificate Administrator.



 


(iii)          The
Tax Administrator shall make available to the IRS and to those Persons specified by the REMIC Provisions all information furnished
to it by the other parties hereto necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is a Disqualified Organization, including the information described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Class R Certificate and
(B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among
its record holders at any time any Person which is a Disqualified Organization, and each of the other parties hereto shall furnish
to the Tax Administrator all information in its possession necessary for the Tax Administrator to discharge such obligation.


 






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The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the Tax
Administrator for providing information thereto pursuant to this Subsection (d)(iii) and Section 10.01(d)(i).


 


(iv)       The
provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated, provided
that there shall have been delivered to the Certificate Administrator and the Tax Administrator the following:


 


		(A)	A Rating Agency Confirmation with respect to such modification of, addition to or elimination of
such provisions; and



 


		(B)	an Opinion of Counsel, in form and substance satisfactory to the Certificate Administrator and
the Tax Administrator, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions
(but in no event at the expense of the Trustee, the Tax Administrator or the Trust), to the effect that doing so will not (1) cause
any REMIC Pool to cease to qualify as a REMIC or be subject to an entity-level tax caused by the Transfer of any Class R Certificate
to a Person which is not a Permitted Transferee or (2) cause a Person other than the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee.



 


(e)       If
a Person is acquiring any Certificate or interest therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest in a Book-Entry Certificate, to the Certificate
Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required
by the Certificate Administrator (or such Certificate Owner) to confirm that, it has (i) sole investment discretion with respect
to each such account and (ii) full power to make the applicable foregoing acknowledgments, representations, warranties, certifications
and agreements with respect to each such account as set forth in Subsections (b), (c) and/or (d), as appropriate,
of this Section 5.02.


 


(f)        Subject
to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the
offices of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating
Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of
the same Class in authorized denominations evidencing a like aggregate Percentage Interest in such Class.


 


(g)      At
the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class
evidencing a like aggregate Percentage Interest in such Class upon surrender of the Certificates to be exchanged at the offices
of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.


 


(h)      Every
Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of


 



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transfer in the form satisfactory to the Certificate Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing.


 


(i)        No
service charge shall be imposed for any transfer or exchange of Certificates, but the Certificate Administrator or Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.


 


(j)        All
Certificates surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall dispose of such canceled Certificates in accordance with its standard procedures.


 


(k)       In
connection with the foregoing Sections 5.02(b), (c) and (d), in no case shall the Depositor be responsible for the
costs or expenses of any certificates, opinions or agreements contemplated by such Sections 5.02(b), (c) and (d).


 


(l)        With
respect to any certification or opinion required or permitted to be delivered to the Trustee, the Certificate Administrator or
the Certificate Registrar hereunder, each such party shall be responsible only to confirm that such certification or opinion appears
on its face to be what it purports to be, and shall not be responsible to review or independently verify the accuracy or adequacy
of any such certification or opinion.


 


SECTION 5.03.          Book-Entry
Certificates.


 


(a)       The
Certificates (other than the Class Q and Class R Certificates) shall, in the case of each such Class, initially be issued as one
or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b)
and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer
is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through
the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive,
fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes
of Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from
the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global
Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered
in the name of Cede & Co. as nominee of the Depository. The Classes of Certificates initially sold in offshore transactions
in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such
Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of
Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage
firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.


 






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(b)       The
Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar
may for all purposes, including the making of payments due on the Book-Entry Certificates and giving of notices, deal with the
Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising
the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners
with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions
from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish
a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice
to the Depository of such record date.


 


(c)       If
(i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository
is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates,
and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option notifies the Depository of
its intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates and the
related Certificate Owners agree to initiate the termination, the Certificate Registrar shall notify all affected Certificate Owners,
through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate
Owners requesting the same.


 


Upon surrender to the
Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions
from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate
and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None
of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar
shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class
of Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and
exchange such Definitive Certificates.


 


(d)       Notwithstanding
any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Certificate)
which interests are transferable through the book-entry facilities of the Depository.


 


SECTION 5.04.          Mutilated,
Destroyed, Lost or Stolen Certificates.


 


If (i) 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 (ii) there is delivered to the Certificate Administrator and the Certificate
Registrar such security or indemnity as may be reasonably required by them to save each of them harmless, then, in the absence
of actual notice to the Certificate Administrator or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen


 



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Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this Section, the Certificate Administrator and the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Certificate Administrator and the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership
in the applicable REMIC created hereunder, 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.


 


Prior to due presentment
for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
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 pursuant to Section 4.01 and for all other purposes
whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
agent of any of them shall be affected by notice to the contrary.


 


SECTION 5.06.          Certification
by Certificate Owners.


 


To the extent that under
the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator
shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1A,
Exhibit K-1B, Exhibit K-2A or Exhibit K-2B hereto, as applicable (or such other form as shall be reasonably
acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, specify the Class
and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially
owned; provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall
knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the
Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry
Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in
direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate
Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate
Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford
any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve
any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator
or the Certificate Registrar, as the case may be.


 


SECTION 5.07.          Appointment
of Authenticating Agents.


 


(a)       The
Certificate Administrator may appoint at its expense an Authenticating Agent, which shall be authorized to act on behalf of the
Certificate Administrator in authenticating Certificates. The Certificate Administrator shall cause any such Authenticating Agent
to execute and deliver to the Certificate Administrator an instrument in which such Authenticating Agent shall agree to act in
such capacity, with the obligations and responsibilities herein. Each Authenticating Agent must be organized and doing business
under the laws of the United States of America or of any State, authorized under such laws to carry on a trust business, have a
combined capital and surplus of at least $15,000,000,


 



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and be subject to supervision or examination by federal or state authorities.
Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed
on, or would protect, the Certificate Administrator hereunder. The appointment of an Authenticating Agent shall not relieve the
Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for
all acts and omissions of the Authenticating Agent. In the absence of any other Person appointed in accordance herewith acting
as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer the Authenticating Agent, any provision
or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be
construed to require that such notice, information or documentation also be provided to the Certificate Administrator.


 


(b)      Any
Person into which any Authenticating Agent 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 Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.


 


(c)       Any
Authenticating Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30)
days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and
the Depositor. The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance
with this Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate
Registrar and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate
Administrator may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice
of such appointment to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 5.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as Authenticating Agent.


 


ARTICLE VI



THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER


  





	 	SECTION 6.01.	Liability
of the Depositor, the Master Servicer and the Special Servicer.


  


The Depositor, the Master
Servicer and the Special Servicer 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 and the Special Servicer.


 






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	 	SECTION 6.02.	Merger, Consolidation
or Conversion of the Depositor, the Master Servicer or the Special Servicer.


  


(a)       Subject
to Section 6.02(b), the Depositor, the Master Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation, bank, trust company, partnership, limited liability company, association or other legal
entity under the laws of the jurisdiction wherein it was organized, and each shall obtain and preserve its qualification to do
business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity
and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under
this Agreement.


 


(b)       Each
of the Depositor, the Master Servicer and the Special Servicer may be merged or consolidated with or into any Person, or transfer
all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which
the Depositor, the Master Servicer or the Special Servicer shall be a party, or any Person succeeding to the business of the Depositor,
the Master Servicer or the Special Servicer, shall be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, 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 no successor or surviving Person
shall succeed to the rights of the Master Servicer or the Special Servicer unless (i) such succession is the subject of a Rating
Agency Confirmation (subject to Section 3.27) from each Rating Agency (and, if applicable pursuant to Section 3.27(k),
an analogous rating confirmation from each Companion Loan Rating Agency), except that such condition need not be satisfied if such
succession occurs solely as a result of a merger in which the Master Servicer or Special Servicer, as applicable, is the surviving
Person under applicable law, and (ii) such successor or surviving Person makes the applicable representations and warranties set
forth in Section 2.05 (in the case of a successor or surviving Person to the Master Servicer) or Section 2.06 (in
the case of a successor or surviving Person to the Special Servicer), as applicable.


  


	 	SECTION 6.03.	Limitation
on Liability of the Depositor, the Master Servicer and the Special Servicer.








 


(a)       None
of the Depositor, the Master Servicer or the Special Servicer or any of their respective members, managers, directors, officers,
employees or agents shall be under any liability to the Trust, the Trustee, the Certificateholders or any Serviced Companion Loan
Holder for any action taken or not taken 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 or the Special Servicer or any of their respective members,
managers, directors, officers, employees or agents against any liability to the Trust, the Trustee, the Certificateholders or any
Serviced Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against any expense
or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against
any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of
such party’s obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Depositor,
the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of any such party may rely
in good faith on any document of any kind conforming to the requirements of this Agreement for the truth and accuracy of the contents
of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein
and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to
have been signed or presented by the proper party or


 



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parties, which document, prima facie, is properly executed and submitted
by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer (each in its capacity as such or in its individual capacity)
and any member, manager, director, officer, employee or agent of any such party, shall be indemnified and held harmless by the
Trust Fund out of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account and/or the related Serviced
A/B Loan Combination Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution Account, as provided
in Section 3.05(b), against any loss, liability, cost or expense (including reasonable legal fees and expenses) incurred
in connection with any actual or threatened legal action or claim relating to this Agreement, the Certificates or the Trust, other
than any loss, liability, cost or expense: (i) specifically required to be borne thereby, without right of reimbursement, pursuant
to the terms hereof; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of
a representation or warranty made by such Person herein, or (iii) incurred in connection with any legal action or claim against
such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations
and duties hereunder or resulting from negligent disregard of such obligations and duties. Such indemnification shall extend (subject
to the same limitations and qualifications) to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by
any such Person in connection with any actual or threatened legal action or claim relating to a Loan Combination (whether or not
the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify
the Master Servicer and the Other Master Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund
from any liability which it may have to any such indemnified party under this Agreement except to the extent that such omission
to notify materially prejudices the interests of the Trust Fund) and, if any indemnification payment is made to such party from
general collections on the Mortgage Pool on deposit in the Collection Account, the Master Servicer will be required to use efforts
in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Co-Lender Agreement
to obtain reimbursement from the related Serviced Companion Loan Holder for that holder’s allocable share of the amount so
paid.


 


None of the Depositor,
the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless
such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which
such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability
for which it would not be reimbursed hereunder; provided, however, that the Depositor, the Master Servicer or the
Special Servicer may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect
to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders
(or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced Companion Loan Holder(s)
(as a collective whole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of
the related Subordinate Companion Loan)). In such event, the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer or the Special Servicer,
as the case may be, shall be entitled to be reimbursed therefor from the Collection Account, as provided in Section 3.05(a),
or the Distribution Account, as provided in Section 3.05(b) (or, (i) with respect to a Serviced Pari Passu Loan Combination,
if such expenses and costs relate specifically to such Serviced Pari Passu Loan Combination, first, pro rata from the Collection
Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal balances
of the related Mortgage Loan and any Serviced Pari Passu Companion Loan), (ii) with respect to a Serviced A/B Loan Combination,
if such expenses and costs related specifically to such Serviced A/B Loan Combination,


 



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first, from the related Serviced A/B Loan
Combination Custodial Account), and, if funds in the related Serviced Pari Passu Companion Loan Custodial Account or Serviced A/B
Loan Combination Custodial Account, as applicable, are insufficient, then any deficiency shall be paid from amounts on deposit
in the Collection Account). Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the
Master Servicer or the Special Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise
promptly the rights of the Trust Fund under the related Co-Lender Agreement to obtain reimbursement from the related Serviced Companion
Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization),
of such Serviced Companion Loan Holder’s allocable share of such amounts reimbursed by the Collection Account.


 


Notwithstanding any provision
herein to the contrary, for the purposes of indemnification of the Master Servicer or Special Servicer and limitation of liability,
the Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud
or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of
its respective obligations or duties hereunder if the Master Servicer or Special Servicer, as applicable, fails to follow the terms
of the Mortgage Loan Documents because the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment
determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event
(for which determination, the Master Servicer and the Special Servicer shall be entitled to rely on advice of counsel, the cost
of which shall be reimbursed as an Additional Trust Fund Expense).


 


Notwithstanding the foregoing,
if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section
6.03(a), required to be borne by the Trust out of the Distribution Account or Collection Account, relates to any Serviced Loan
Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit
in respect of such Serviced Loan Combination (A) in the case of a Serviced Pari Passu Loan Combination, in the Collection Account
and the related Serviced Pari Passu Companion Loan Custodial Account collectively, on a pro rata basis, prior to payment
from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced Pari Passu Loan Combination,
and (B) in the case of a Serviced A/B Loan Combination, in the related Serviced A/B Loan Combination Custodial Account prior to
payment from funds in the Distribution Account or the Collection Account that are unrelated to such Serviced A/B Loan Combination;
and (ii) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit (A) in
the case of a Serviced Pari Passu Loan Combination, in the Collection Account and the related Serviced Pari Passu Companion Loan
Custodial Account (withdrawals from those accounts shall be made in accordance with the related Co-Lender Agreement and pro
rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion
Loan included in the related Serviced Loan Combination) or (B) in the case of a Serviced A/B Loan Combination, in the related Serviced
A/B Loan Combination Custodial Account, prior to payment from funds in the Distribution Account or the Collection Account that
are unrelated to such Serviced A/B Loan Combination. Insofar as any such loss, liability, claim, damages, penalty, fine, cost or
expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and
funds are subsequently received and allocable to the related Serviced Companion Loan(s), then the Master Servicer shall deposit
the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the Collection Account from such funds
so received and allocable to the related Serviced Companion Loan.


 






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(b)       In
addition, none of the Depositor, the Master Servicer or the Special Servicer or any director, member, manager, officer, employee
or agent of any such party shall have any liability with respect to, and each of the Depositor, the Master Servicer, the Special
Servicer and any director, member, manager, officer, employee or agent of any such party shall be entitled to rely, as to the truth
of the statements made therein and the correctness of the opinions expressed therein, on any documents, certificates or opinions,
including Opinions of Counsel, furnished to, and reasonably believed or in good faith believed by such Person to be genuine and
to have been signed or presented by the proper party or parties, which document, certificate or opinion, prima facie, is properly
executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting
any matters arising hereunder. Each of the Master Servicer and the Special Servicer may rely in good faith on information provided
to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates)
and by the Borrowers and property managers, and will have no duty to investigate or verify the accuracy thereof. Each of the Master
Servicer and the Special Servicer may rely, 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 or the Special Servicer,
or directors, members, officers, employees or agents of any such party, as the case may be, 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. Furthermore, none of the Master Servicer
and the Special Servicer, or directors, members, officers, employees or agents of any such party, shall have any liability under
this Agreement for any failure of any other such Person (or any other party to this Agreement) to perform such Person’s obligations
or duties hereunder.


 


SECTION 6.04.          Resignation
of the Master Servicer and the Special Servicer.


 


(a)       Each
of the Master Servicer and the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a determination
that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as the case may
be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case
may be, at the date of this Agreement). Any such determination requiring the resignation of the Master Servicer or the Special
Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the
Certificate Administrator, the Directing Certificateholder and the Majority Controlling Class Certificateholder (and each affected
Serviced Companion Loan Holder). 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 shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations
of the resigning party in accordance with Section 6.05 or Section 7.02 hereof; provided that, if no successor
to the Master Servicer or the Special Servicer, as the case may be, shall have been so appointed and have accepted appointment
within ninety (90) days after the Master Servicer or the Special Servicer, as the case may be, has given notice of such resignation,
the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the
appointment of a successor thereto.


 






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(b)       In
addition, each of the Master Servicer and the Special Servicer shall have the right to resign at any other time, provided
that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is, solely
in the case of a successor to the Special Servicer if it is a resigning special servicer, acceptable to the Directing Certificateholder,
(ii) solely in the case of the Special Servicer if it is the resigning party, the resigning party has consulted with the Directing
Certificateholder with respect to the identity and quality of its proposed successor, (iii) the succession is the subject of a
Rating Agency Confirmation (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from
each Companion Loan Rating Agency), (iv) the resigning party pays all costs and expenses in connection with such transfer (including
the costs of obtaining Rating Agency Confirmation), and (v) the successor accepts appointment in writing prior to the effectiveness
of such resignation; provided, further, that in the event a replacement Special Servicer is being appointed solely
for any Conflicted Loan, the Directing Certificateholder shall not have any consent or consultation rights in respect of designating
that replacement Special Servicer.


 


(c)       None
of the Master Servicer and the Special Servicer shall be permitted to resign except as contemplated in Subsections (a) and
(b) of this Section 6.04. Consistent with the foregoing, none of the Master Servicer and the Special Servicer shall
(except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided
herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer
any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the entire amount of
compensation payable to the Master Servicer or the Special Servicer, as the case may be, that accrues pursuant hereto from and
after the date of such transfer shall be payable to such successor, except (in the case of the Special Servicer) to the extent
provided in Section 3.11(c).


 


SECTION 6.05.          Replacement
of Special Servicer.


 


(a)       So
long as no Control Termination Event has occurred and is continuing, the Majority Controlling Class Certificateholder, or the Directing
Certificateholder on its behalf, will have the right to terminate the Special Servicer, with or without cause, and appoint itself
or an Affiliate thereof or another Person as the successor Special Servicer. It will be a condition to such appointment that the
conditions set forth in Subsection (c) be satisfied.


 


(b)       No
removal of the Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective
until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced
Loan Combination, an analogous rating agency confirmation from each Companion Loan Rating Agency, if applicable pursuant to Section
3.27(k)) with respect to such removal and/or appointment, (B) an acknowledgment of proposed special servicer (an “Acknowledgment
of Proposed Special Servicer”) in the form attached hereto as Exhibit I-2, executed by the Person designated to be
the successor to the terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part
of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer,
the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated
Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall
be bound by the terms of


 



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this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions,
this Agreement shall be enforceable against such designated Person in accordance with its terms.


 


(c)       Any
Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with
the designated successor’s becoming the Special Servicer hereunder; provided that (i) the terminated Special Servicer
shall be entitled to receive, in connection with its termination, payment out of the Collection Accounts of all of its accrued
and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor
to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid
Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer
shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them),
(ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by
Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section
6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall
continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on
or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate with the Trustee and the replacement
to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and
rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant
to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts
that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to
any Servicing Account or Reserve Account or should have been delivered to the Master Servicer or that are thereafter received by
or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be
payable to the terminated Special Servicer in connection with any termination under this Section 6.05.


 


(d)       Notwithstanding
anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Companion
Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other
comparable party under the related Co-Lender Agreement, such related Serviced Companion Loan Holder shall be entitled to replace
the Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Co-Lender Agreement,
and no Special Servicer appointed by such related Serviced Companion Loan Holder (or its representative) with respect to such Serviced
Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section
6.05 (except to the extent, in the case of a Serviced A/B Loan Combination, the related Serviced Subordinate Companion Loan
Holder is no longer permitted to exercise such right as a result of the occurrence of a “control appraisal period”
or similar occurrence under the related Co-Lender Agreement).


 


(e)       Notwithstanding
anything to the contrary contained in this Section 6.05, with respect to any Conflicted Special Servicer Loan, if any, the
related Conflicted Special Servicer shall resign with respect to such Conflicted Special Servicer Loan. If the Conflicted Special
Servicer Loan is not also a Conflicted Loan, the Majority Controlling Class Certificateholder or the Directing Certificateholder
shall appoint (and replace with or without cause) the Non-Conflicted Special Servicer, as successor to the resigning Conflicted
Special Servicer, for the related Conflicted Special Servicer Loan in accordance with this Agreement. If such Conflicted Special
Servicer Loan is also a Conflicted Loan, the largest Controlling Class Certificateholder (by Certificate Principal Balance) that
is not a Conflicted


 



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Holder shall appoint (and replace with or without cause) the Non-Conflicted Special Servicer for the related
Conflicted Special Servicer Loan in accordance with this Agreement.


 


If the Conflicted Special
Servicer Loan is also a Conflicted Loan and all holders of Certificates in the Controlling Class are also Conflicted Holders with
respect to such Conflicted Special Servicer Loan, upon resignation of the Conflicted Special Servicer with respect to such Conflicted
Special Servicer Loan, such resigning Conflicted Special Servicer shall appoint such Non-Conflicted Special Servicer. The resigning
Conflicted Special Servicer shall have no liability for the appointment or the actions of the Non-Conflicted Special Servicer.


 


If at any time a Conflicted
Special Servicer becomes aware that it is no longer a Borrower Party (including, without limitation, as a result of the related
Mortgaged Property becoming REO Property) with respect to the related Conflicted Special Servicer Loan, (1) the related Non-Conflicted
Special Servicer shall resign, (2) the related Mortgage Loan shall no longer be a Conflicted Special Servicer Loan, (3) such Special
Servicer shall become the Special Servicer again for such related Mortgage Loan and (4) such Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan earned during such time on and after such Mortgage Loan
is no longer a Conflicted Special Servicer Loan.


 


The Non-Conflicted Special
Servicer shall perform all of the obligations of the Conflicted Special Servicer for the related Conflicted Special Servicer Loan
and will be entitled to all special servicing compensation with respect to such Conflicted Special Servicer Loan earned during
such time as the related Mortgage Loan is a Conflicted Special Servicer Loan.


 


If a Servicing Officer
or Special Servicing Officer, as applicable, of the Master Servicer, a related Non-Conflicted Special Servicer, or the Special
Servicer, as applicable, has actual knowledge that a Mortgage Loan is no longer a Conflicted Loan, a Conflicted Controlling Class
Loan or a Conflicted Special Servicer Loan, as applicable, the Master Servicer, the related Non-Conflicted Special Servicer or
the Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


(f)       In
connection with its duties or exercise of its rights under this Agreement, if the Special Servicer obtains knowledge that it is
a Borrower Party, the Special Servicer (i) shall not directly or indirectly provide any information related to the related Conflicted
Special Servicer Loan(s) to the related Borrower(s) or (A) any of the Special Servicer’s employees or personnel or any Affiliate
involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) shall maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


Notwithstanding anything
herein to the contrary, with respect to any Mortgage Loan or Loan Combination, each of the Master Servicer and the Certificate
Administrator shall be entitled to conclusively assume that the Special Servicer is not a Borrower Party except to the extent that
the Master Servicer or the Certificate Administrator, as applicable, has received written notice from such Person that it has become
a Borrower Party. The Certificate Administrator shall not be liable for any communication to the Conflicted Special Servicer or
for disclosure of information relating to the related Conflicted Special Servicer Loan (including any information delivered to
the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Certificate Administrator did
not receive prior written


 



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notice that the related Mortgage Loan is a Conflicted Special Servicer Loan. The Master Servicer shall
not be liable for any communication to the Conflicted Special Servicer or for disclosure of information relating to the related
Conflicted Special Servicer Loan (including any information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website). Each of the Master Servicer, the Special Servicer and the Certificate Administrator shall be entitled
to conclusively rely on delivery from the Special Servicer of a written certification that the Special Servicer is no longer a
Borrower Party.


 


The Master Servicer and
the Certificate Administrator shall not restrict access by the Special Servicer to any information related to any Mortgage Loan
other than any Conflicted Special Servicer Loan with respect to which the Special Servicer is a Borrower Party. Notwithstanding
anything to the contrary in this Agreement, the Master Servicer and the Certificate Administrator shall not have any obligation
to restrict access by the Special Servicer to any information related to any Conflicted Special Servicer Loan.


 


After the occurrence
and during the continuance of a Consultation Termination Event and upon (a) the written direction of Holders of 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 Principal 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 securities issued by another securitization
and backed by a Serviced Pari Passu Companion Loan, the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 8.12(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 not less than 75% of the Voting Rights (taking into
account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balances pursuant
to Section 4.05) of the Principal Balance 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.


 





	 	SECTION 6.06.	Rights of
the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer.


 


Each of the Master Servicer
and the Special Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access
to all records maintained by it in


 



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respect of its rights and obligations hereunder and access to such of its officers as are responsible
for such obligations. Upon reasonable request and as reasonably related to the performance of the obligations of the Master Servicer
and the Special Servicer, as applicable, pursuant to this Agreement, each of the Master Servicer and the Special Servicer shall
furnish the Depositor and the Trustee with its most recent publicly available annual audited financial statements (or, if not available,
the most recent publicly available audited annual financial statements of its corporate parent) and such other information as is
publicly available regarding its business, affairs, property and condition, financial or otherwise. Each of the Master Servicer
and the Special Servicer may affix to any such information described in this Section 6.06 provided by it any disclaimer
it deems appropriate in its reasonable discretion. The Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer or 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 or the Special Servicer hereunder or exercise the rights of the Master Servicer or the Special
Servicer hereunder; provided, however, that neither the Master Servicer nor the Special Servicer shall be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated
to supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise.


 


SECTION 6.07.          Master Servicer
and Special Servicer May Own Certificates.


 


Any Master Servicer,
Special Servicer or 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. If, at any time during
which any Master Servicer, Special Servicer or Affiliate of the Master Servicer or the Special Servicer is the Holder of (or, in
the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the Master Servicer or the Special Servicer,
as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not
expressly prohibited by the terms hereof and would not, in the reasonable judgment of the Master Servicer or the Special Servicer
(as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of the
Master Servicer or the Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard,
then the Master Servicer or the Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders
to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that
it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable
detail the action that the Master Servicer or the Special Servicer, as the case may be, proposes to take. The Certificate Administrator,
upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such
proposed action. If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders (calculated
without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates,
as the case may be) shall have consented in writing (with a copy to each related Serviced Companion Loan Holder, if a Serviced
Loan Combination is involved) to the proposal described in the written notice, and if the Master Servicer or the Special Servicer,
as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard.
The Certificate Administrator shall be entitled to reimbursement


 



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from the Master Servicer or the Special Servicer, as applicable,
for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather in the case of unusual circumstances.


 


ARTICLE VII



DEFAULT


 


SECTION 7.01.          Servicing
Termination Events.


 


(a)         “Servicing
Termination Event”, wherever used herein, means any one of the following events:


 


(i)          with
respect to the Master Servicer, any failure by the Master Servicer to deposit into the Collection Account, (if it is the Master
Servicer for any Serviced Loan Combination) the Serviced Pari Passu Companion Loan Custodial Account or the applicable Serviced
A/B Loan Combination Custodial Account, any amount required to be so deposited under this Agreement, which failure continues unremedied
for one Business Day following the date on which such deposit was first required to be made; or


 


(ii)         with
respect to the Special Servicer, any failure by the Special Servicer to deposit into the REO Account maintained by it or to deposit,
or remit to the Master Servicer for deposit, into a Collection Account, Serviced Pari Passu Companion Loan Custodial Account and/or
any Serviced A/B Loan Custodial Account, as applicable, any amount required to be so deposited or remitted under this Agreement,
which failure continues unremedied for one Business Day following the date on which such deposit or remittance, as the case may
be, was first required to be made; or


 


(iii)       any
failure by the Master Servicer to remit to the Certificate Administrator for deposit into the Distribution Account, on any P&I
Advance Date, the full amount of P&I Advances required to be made by the Master Servicer on such date or, on any Master Servicer
Remittance Date, the full amount of the Master Servicer Remittance Amount and any Compensating Interest Payment required to be
remitted by the Master Servicer on such date, which failure continues unremedied until 11:00 a.m. (New York City time) on the related
Distribution Date; provided, however, that if the Master Servicer fails to make any deposit contemplated by this
Section 7.01(a)(iii), including any P&I Advance, which deposit is required to be made by the Master Servicer on any
P&I Advance Date or Master Servicer Remittance Date (without regard to any grace period), then the Master Servicer shall pay
to the Certificate Administrator, for the account of the Certificate Administrator, interest on such late remittance at the Reimbursement
Rate from and including such P&I Advance Date or the Master Servicer Remittance Date to but excluding the related Distribution
Date; or


 


(iv)       any
failure by the Master Servicer or the Special Servicer to timely make any Servicing Advance required to be made by it hereunder,
which Servicing Advance remains unmade for a period of five (5) Business Days (or, in the case of an Emergency Advance, two (2)
Business Days) following the date on which written notice of such failure shall have been


 



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given to the Master Servicer or the Special
Servicer, as applicable, by the Trustee as provided in Section 3.11(f); or


 


(v)        any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any other
of the covenants or agreements on the part of the Master Servicer or the Special Servicer, as the case may be, contained in 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, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by
any other party hereto or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party hereto,
or by the Holders of Certificates entitled to at least 25% of the Voting Rights or, if affected by that failure, any Serviced Pari
Passu Companion Loan Holder; provided, however, that, with respect to any such failure that is not curable within
such thirty (30)-day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure period
of sixty (60) days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced
to cure such failure within the initial thirty (30)-day period and has provided the Trustee with an Officer’s Certificate
certifying that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(vi)       any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement
that materially and adversely affects the interests of any Class of Certificateholders or any Serviced Pari Passu Companion Loan
Holder 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 any other
party hereto or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party hereto, or
by the Holders of Certificates entitled to at least 25% of the Voting Rights or, if affected by such breach, any Serviced Pari
Passu Companion Loan Holder; provided, however, that, with respect to any such breach that is not curable within
such thirty (30)-day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure period
of sixty (60) days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced
to cure such breach within the initial thirty (30)-day period and has provided the Trustee with an Officer’s Certificate
certifying that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(vii)      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 and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60)
days; or


 


(viii)     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 it or of or relating to all or substantially all of its property; or


 






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(ix)        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 association or company action in furtherance of the
foregoing; or


 


(x)         (a)
either Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A)
qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Rated Certificates or any class of Serviced
Companion Loan Securities, as applicable, or (B) placed one or more Classes of Rated Certificates or any class of Serviced Companion
Loan Securities on “watch status” in contemplation of possible rating downgrade or withdrawal, and, in case of either
of clause (A) or (B), publicly cited servicing concerns with the Master Servicer or the Special Servicer as the sole
or a material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan
Rating Agency), as applicable, within sixty (60) days of such event); or


 


(xi)        the
Master Servicer is no longer rated at least “CMS3” by Fitch and such Master Servicer is not reinstated to at least
that rating within sixty (60) days of the delisting or the Special Servicer is no longer rated at least “CSS3” by Fitch
and such Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting; or


 


(xii)       [Reserved];
or


 


(xiii)      any
failure by the Master Servicer to timely make any monthly remittance required to be made by it hereunder to the holder of a Serviced
Companion Loan, which failure continues unremedied for one Business Day following the date on which such remittance was first required
to be made.


 


When a single entity
acts as two or more of the capacities of the Master Servicer and the Special Servicer, a Servicing Termination Event (other than
an event described in clause (x) and (xi) above) in one capacity shall constitute an Servicing Termination Event
in both or all such capacities.


 


(b)        If
any Servicing Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Defaulting Party”) shall occur and be continuing, then, and in each and every such
case, so long as the Servicing Termination Event shall not have been remedied, the Trustee may, and at the written direction of
either the Holders of Certificates entitled to not less than 25% of the Voting Rights, or, alternatively, if a Servicing Termination
Event on the part of the Special Servicer has occurred that affects a Serviced Pari Passu Companion Loan Holder, at the written
direction of such Serviced Pari Passu Companion Loan Holder solely with respect to the related Loan Combination, or, alternatively,
if a Servicing Termination Event on the part of the Special Servicer has occurred, at the written direction of the Directing Certificateholder
(other than with respect to a Non-Serviced Pari Passu Companion Loan or any Conflicted Loan) or the Holders entitled to not less
than 25% of the Voting Rights, the Trustee shall, terminate, by notice in writing to the Defaulting Party (with a copy of such
notice to each other party hereto), all of the rights and obligations (accruing from and after receipt by the Defaulting Party
of such notice) of the Defaulting Party under this Agreement (other than as a Holder of any Certificate or as holder of a Serviced


 



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Companion Loan, entitlements to amounts payable to the terminated party at the time of termination and any entitlements of the
terminated party that survive the termination including any Excess Servicing Fee Rights). From and after the receipt by the Defaulting
Party of such written notice, all of the responsibilities, duties, authority and power of the Defaulting Party under this Agreement
(and in the case of a termination of the Special Servicer at the written direction of a Serviced Pari Passu Companion Loan Holder
with respect to a Serviced Loan Combination, solely as they relate to such Serviced Loan Combination), whether with respect to
the Certificates, the Mortgage Loans or otherwise (other than as a Holder of any Certificate or as a Companion Loan Holder, if
applicable), shall pass to and be vested in the Trustee pursuant to and under this Section, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting 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 (provided, however, that each of the Master Servicer and the Special Servicer
shall, if terminated pursuant to this Section 7.01(b), continue to be obligated to pay and entitled to receive all amounts
accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or
otherwise, and it and its members, managers, directors, officers, employees and agents shall continue to be entitled to the benefits
of Section 6.03 notwithstanding any such termination). Each of the Master Servicer and the Special Servicer agrees that,
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than 20 days subsequent
to its receipt of the notice of termination) provide the Trustee with all documents and records requested thereby to enable the
Trustee to assume the functions hereunder of the Master Servicer or the Special Servicer, as the case may be, and shall otherwise
cooperate with the Trustee in effecting the termination of the rights and responsibilities hereunder of the Master Servicer or
the Special Servicer, as the case may be, including the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts that at the time are or should have been credited by the Master Servicer to the Collection Account, the
Serviced Pari Passu Companion Loan Custodial Account, the Serviced A/B Loan Combination Custodial Accounts, the Distribution Account
or any Servicing Account or Reserve Account held by it (if it is the Defaulting Party) or by the Special Servicer to its REO Account,
the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, the Serviced A/B Loan Combination Custodial Accounts
or any Servicing Account or Reserve Account (if it is the Defaulting Party) or that are thereafter received by or on behalf of
it with respect to any Mortgage Loan or REO Property (provided, however, that if the Master Servicer or the Special
Servicer is terminated pursuant to this Section 7.01(b), the Master Servicer or the Special Servicer, as the case may be,
shall continue to be obligated to pay and entitled to receive all amounts accrued or owing by or to it under this Agreement on
or prior to the date of such termination, whether in respect of Advances or otherwise, and it and its members, managers, directors,
officers, employees and agents shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination).
Any costs or expenses (including those of any other party hereto) incurred in connection with any actions to be taken by a terminated
Master Servicer or Special Servicer pursuant to this paragraph shall be borne by the Master Servicer or the Special Servicer, as
the case may be (and, in the case of the Trustee’s costs and expenses, if not paid within a reasonable time, shall be borne
by the Trust out of the Collection Account).


 


Notwithstanding the foregoing,
the Master Servicer shall not be terminated hereunder solely by reason of a Servicing Termination Event under Section 7.01(a)(xii)
or (xiii) or by reason of any other Servicing Termination Event that affects only a Serviced Companion Loan Holder. If a
Servicing Termination Event under Section 7.01(a)(xii) or (xiii) occurs on the part of the Master Servicer, or if
any other Servicing Termination Event occurs on the part of the Master Servicer affecting a Serviced Loan


 



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Combination and the Master
Servicer is not terminated pursuant to the provisions set forth above, any affected Serviced Companion Loan Holder shall be entitled
to require the Master Servicer to appoint, in accordance with Section 3.22 and with the delivery of a Rating Agency Confirmation
(and an analogous rating agency confirmation from each Companion Loan Rating Agency with respect to any Serviced Companion Loan
Securities backed by the affected Serviced Companion Loan, if applicable pursuant to Section 3.27(k)), a Sub-Servicer, to
be selected by the Master Servicer, that will be responsible for primary servicing such Serviced Loan Combination.


 


(c)         Notwithstanding
Section 7.01(b) of this Agreement, if the Master Servicer receives a notice of termination solely due to a Servicing Termination
Event under Section 7.01(a)(x) or Section 7.01(a)(xi) and the terminated Master Servicer provides the Trustee with
the appropriate “request for proposal” materials within the five (5) Business Days after such termination, then the
Master Servicer shall continue to serve as Master Servicer, if requested to do so by the Trustee, and the Trustee shall promptly
thereafter (using such “request for proposal” materials provided by the terminated Master Servicer) solicit good faith
bids for the rights to master service the Mortgage Loans and any Serviced Companion Loans under this Agreement from at least three
(3) Persons qualified to act as successor Master Servicer hereunder in accordance with Section 6.02 and Section 7.02
for which the Trustee has received Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section
3.27(k), an analogous rating agency confirmation from each Companion Loan Rating Agency) obtained by the terminated Master
Servicer (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located,
then from as many Persons as the Trustee can determine are Qualified Bidders; provided, however, that (i) at the Trustee’s
request, the terminated Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and
(ii) the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service
the subject Mortgage Loans and any Serviced Companion Loans under this Agreement. The bid proposal shall require any Successful
Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer and to agree to
be bound by the terms hereof, within 45 days after the receipt by the Master Servicer of a notice of termination. The Trustee shall
solicit bids on the basis of terminating each applicable Sub-Servicing Agreement and each applicable Sub-Servicer that it is permitted
to terminate in accordance with Section 3.22 and having no obligation to enter into a Sub-Servicing Agreement with the terminated
Master Servicer (each, a “Servicing-Released Bid”). The Trustee shall select the Qualified Bidder with the highest
cash Servicing Released Bid (the “Successful Bidder”) to act as successor Master Servicer hereunder. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof, no later
than 45 days after the termination of the terminated Master Servicer.


 


(d)        Upon
the assignment and acceptance of the applicable master servicing rights hereunder to and by the Successful Bidder, the Trustee
shall remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful
Bidder (net of reasonable “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring
servicing).


 


(e)         If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within 45 days after the related Master
Servicer received a notice of termination or no Successful Bidder was identified within such 45-day period, the terminated Master
Servicer shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under this Section 7.01(c). The Trustee


 



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thereafter
may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


SECTION 7.02.          Trustee to
Act; Appointment of Successor.


 


On and after the time
the Master Servicer or the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special
Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section
6.04),or receives a notice of termination pursuant to Section 7.01, the Trustee shall, unless prohibited by law, be
the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as such under
this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be,
by the terms and provisions hereof, including, if the Master Servicer is the resigning or terminated party, the Master Servicer’s
obligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused
by the failure of the Master Servicer or the Special Servicer, as the case may be, to cooperate or to provide information or monies
as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated
Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant
to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties
of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor,
the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled
to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above,
if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable
master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a
majority of all the Voting Rights so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent
jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer
or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or the Special Servicer, as the case may be, hereunder; provided, however, that such appointment
is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k),
an analogous rating agency confirmation from each Companion Loan Rating Agency). No appointment of a successor to the Master Servicer
or the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties
and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act, unless prohibited by law from so
acting, in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make
such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor
shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated
party hereunder, except that in the event no successor can be found to act as Master Servicer or Special Servicer, as applicable,
the Trustee is hereby authorized to negotiate payment from the Trust Fund of such additional amounts as shall be necessary in its
sole and reasonable discretion to retain a successor to such party, such additional amounts to be payable to such party pursuant
to Section 3.05(a) or Section 3.11(c), as applicable. The Depositor, the Trustee, such successor and each other party
hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 






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If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess
Servicing Fee Rate is a rate per annum that is greater than one (1) basis point, it may reduce the Excess Servicing Fee
Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master
Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer that meets the requirements of this Section 7.02.


 


SECTION 7.03.          Notification
to Certificateholders.


 


(a)         Upon
any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04, any replacement of the Special
Servicer pursuant to Section 6.05, any termination of the Master Servicer or Special Servicer pursuant to Section 7.01,
any appointment of a successor to the Master Servicer or Special Servicer pursuant to Section 6.02, 6.04 or 7.02
or the effectiveness of any designation of a new Special Servicer, the Trustee shall promptly notify (i) the Certificate Administrator,
who shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register,
(ii) the Rule 17g-5 Information Provider, who shall promptly post such information on the Rule 17g-5 Information Provider’s
Website in accordance with Section 8.12(c) and (iii) to any Serviced Companion Loan Holder.


 


(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 Servicing Termination Event and (ii) five (5) days after a Responsible Officer of the Trustee has actual
knowledge of the occurrence of such an event, the Trustee shall notify the Depositor and the Certificate Administrator, who shall
transmit by mail to all Certificateholders notice of such occurrence, unless such default shall have been cured.


 


SECTION 7.04.          Waiver of
Servicing Termination Events.


 


The Holders of Certificates
representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Companion
Loan Holders) affected by any Servicing Termination Event hereunder may waive such Servicing Termination Event; provided
that a Servicing Termination Event under clause (i), clause (ii), clause (iii) or clause (x) of Section
7.01(a) may be waived only by all of the Certificateholders of the affected Classes and in any event such Holders shall not
be entitled to waive any Servicing Termination Event under clauses (xii) or (xiii) of Section 7.01(a) (which
may be waived only by any affected Serviced Companion Loan Holders). Each Serviced Companion Loan Holder shall be exclusively entitled
to waive a Servicing Termination Event under Section 7.01(a)(xiii) that arises with respect to the related Serviced Companion
Loan. Upon any such waiver of a Servicing Termination Event, and payment to the Trustee and the Certificate Administrator of all
reasonable costs and expenses incurred by the Trustee and the Certificate Administrator in connection with such default prior to
its waiver (which costs shall be paid by the party requesting such waiver), such Servicing Termination Event shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicing
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 Servicing Termination Event pursuant to this Section 7.04, Certificates registered
in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if registered in the name of any other Person.


 






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	 	SECTION 7.05.	 Additional
Remedies of Trustee Upon Servicing Termination Event.






 


During the continuance
of any Servicing Termination Event, so long as such Servicing Termination Event shall not have been remedied, the Trustee, in addition
to the rights specified in Section 7.01, shall have the right (exercisable subject to Section 8.01(a)), in its own
name and as trustee of an express trust and (in the case of any matter affecting a Serviced Loan Combination) on behalf of the
related Serviced Companion Loan Holder(s), to take all actions now or hereafter existing at law, in equity or by statute to enforce
its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and such participants
(including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and
no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of
any Servicing Termination Event.


 


ARTICLE VIII



THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE TAX ADMINISTRATOR


 


	 	SECTION 8.01.	Duties of
the Trustee, the Certificate Administrator and the Tax Administrator.



 





(a)         The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicing Termination Event of which a Responsible Officer
of the Trustee and the Certificate Administrator, as applicable, shall have actual knowledge and after the curing or waiver of
all Servicing 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 Servicing 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 such person’s own affairs. Any permissive right of the Trustee
and the Certificate Administrator contained in this Agreement shall not be construed as a duty and neither the Trustee nor the
Certificate Administrator shall have any liability with respect to its exercise of such permissive right other than as a result
of its negligence or willful misconduct in performance of such right. The Trustee, the Certificate Administrator and the Tax Administrator
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Trustee, the Certificate Administrator and the Tax Administrator.


 


(b)        Upon
receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the
Trustee, the Certificate Administrator or the Tax Administrator, as applicable, which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II), the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, 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, the Certificate Administrator or the Tax Administrator, as
applicable, shall take such action as it deems appropriate to have the instrument corrected. The Trustee, the Certificate Administrator
or the Tax Administrator, as applicable, shall not be responsible or liable for the accuracy or content of any


  



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resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer, the Special Servicer,
any Serviced Companion Loan Holder, any actual or prospective Certificateholder or Certificate Owner or any Rating Agency, and
accepted by the Trustee, the Certificate Administrator or the Tax Administrator in good faith, pursuant to this Agreement.


 


(c)         No
provision of this Agreement shall be construed to relieve the Trustee, the Tax Administrator or the Certificate Administrator from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however,
that:


 


(i)          Prior
to the occurrence of a Servicing Termination Event, and after the curing or waiver of all Servicing 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.


 


(ii)         In
the absence of bad faith on the part of the Trustee, the Certificate Administrator or the Tax Administrator, the Trustee, the Certificate
Administrator or the Tax Administrator, as applicable, 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, the Certificate Administrator or
the Tax Administrator, as applicable, and conforming to the requirements of this Agreement.


 


(iii)        None
of the Trustee, the Certificate Administrator or the Tax Administrator shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of such entity unless it shall be proved that such entity was negligent in ascertaining
the pertinent facts.


 


(iv)       None
of the Trustee, the Certificate Administrator or the Tax Administrator shall be liable with respect to any action taken, suffered
or omitted to be taken by the Trustee, the Certificate Administrator or the Tax Administrator, respectively, in good faith in accordance
with the terms of this Agreement and the direction of Holders of Certificates entitled to greater than 25% (or, as to any particular
matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Agreement.


 


(v)        Neither
the Certificate Administrator nor the Trustee shall be required to take action with respect to, or be deemed to have notice or
knowledge of, any default or Servicing Termination Event (other than an Servicing Termination Event under Section 7.01(a)(ix)
or the Master Servicer’s failure to deliver any monies, including P&I Advances, or to provide any report, certificate
or statement, to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, when required pursuant to
this Agreement) unless a Responsible Officer of the Trustee or the Certificate Administrator shall have received written notice
or otherwise have actual knowledge thereof. Otherwise, the Trustee and the Certificate Administrator may conclusively assume that
there is no such default or Servicing Termination Event.


 






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(vi)       Subject
to the other provisions of this Agreement, and without limiting the generality of this Section 8.01, none of the Trustee,
the Certificate Administrator or the Tax Administrator shall have any duty, except, in the case of the Trustee, as expressly provided
in Section 2.01(c) or Section 2.01(e) or in its capacity as successor to the Master Servicer or the Special Servicer,
(A) to cause any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement
or continuation statement evidencing a security interest, or to cause the maintenance of any such recording or filing or depositing
or to any re-recording, refiling or redepositing of any thereof, (B) to cause the maintenance of any insurance, (C) to confirm
or verify the truth, accuracy or contents of any reports or certificates of the Master Servicer, the Special Servicer, any actual
or prospective or any Certificateholder or Certificate Owner or any Rating Agency, delivered to the Trustee, the Certificate Administrator
or the Tax Administrator pursuant to this Agreement reasonably believed by the Trustee, the Certificate Administrator or the Tax
Administrator, as applicable, to be genuine and without error and to have been signed or presented by the proper party or parties,
(D) subject to Section 10.01(f), to see to the payment or discharge of any tax levied against any part of the Trust Fund
other than from funds available in the Collection Accounts or the Distribution Account, and (E) to see to the payment of any assessment
or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part
of the Trust Fund other than from funds available in a Collection Account or the Distribution Account (provided that such
assessment, charge, lien or encumbrance did not arise out of the Trustee’s, the Certificate Administrator’s or the
Tax Administrator’s, as applicable, willful misfeasance, bad faith or negligence).


 


(vii)      For
as long as the Person that serves as the Trustee, the Certificate Administrator or the Tax Administrator hereunder also serves
as Custodian and/or Certificate Registrar, the protections, immunities and indemnities afforded to that Person in its capacity
as Trustee, Certificate Administrator or Tax Administrator, as applicable, hereunder shall also be afforded to such Person in its
capacity as Custodian and/or Certificate Registrar, as the case may be.


 


(viii)     If
the same Person is acting in two or more of the capacities of Trustee, Certificate Administrator, Tax Administrator, Custodian
or Certificate Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been
timely given to itself in any other such capacity.


 


(d)        Upon
receipt by the Trustee or the Certificate Administrator of any notice regarding the transfer of a Serviced Companion Loan by a
Serviced Companion Loan Holder or the transfer of an interest in a mezzanine loan related to a Mortgage Loan by the related mezzanine
lender, the Certificate Administrator or the Tax Administrator, as applicable, shall promptly forward a copy of such notice to
the Master Servicer and Special Servicer


 


	 	SECTION 8.02.	Certain Matters
Affecting the Trustee, the Certificate Administrator and the Tax Administrator.



 





Except as otherwise provided
in Section 8.01:


 


(i)          the
Trustee, the Certificate Administrator and the Tax Administrator, may each request and/or rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement,


 



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instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by
it to be genuine and without error and to have been signed or presented by the proper party or parties;


 


(ii)         the
Trustee, the Certificate Administrator and the Tax Administrator may each consult with counsel and any written advice or opinion
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)        none
of the Trustee, the Certificate Administrator or the Tax 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,
unless such Certificateholders shall have provided to the Trustee, the Certificate Administrator or the Tax Administrator reasonable
security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby satisfactory to the
the Trustee, the Certificate Administrator or the Tax Administrator, in their reasonable discretion; none of the Trustee, the Certificate
Administrator or the Tax Administrator shall be required to expend or risk its own funds (except to pay expenses that could reasonably
be expected to be incurred in connection with the performance of its normal duties) 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, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence
of a Servicing Termination Event which has not been waived or 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)       none
of the Trustee, the Certificate Administrator or the Tax Administrator shall 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;


 


(v)        prior
to the occurrence of a Servicing Termination Event and after the waiver or curing of all Servicing Termination Events which may
have occurred, none of the Trustee, the Certificate Administrator or the Tax Administrator shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee, the
Certificate Administrator or the Tax 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, the Certificate Administrator or the Tax Administrator, not reasonably
assured to the Trustee, the Certificate Administrator or the Tax Administrator, by the security afforded to it by the terms of
this Agreement, the Trustee, the Certificate Administrator or the Tax Administrator, respectively, may require an indemnity satisfactory
to it, in its reasonable discretion, against such expense or


 



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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)       except
as contemplated by Section 8.06 and, with respect to the Trustee alone, Section 8.14, none of the Trustee, the Certificate
Administrator or the Tax Administrator shall be required to give any bond or surety in respect of the execution of the trusts created
hereby or the powers granted hereunder;


 


(vii)      the
Trustee may execute any of the trusts or powers vested in it by this Agreement, and the Certificate Administrator and the Tax Administrator
may each perform any of their respective duties hereunder, either directly or by or through the Custodian or other agents or attorneys-in-fact,
provided that the use of the Custodian or other agents or attorneys-in-fact shall not be deemed to relieve the Trustee,
the Certificate Administrator or the Tax Administrator, as applicable, of any of its duties and obligations hereunder (except as
expressly set forth herein);


 


(viii)     none
of the Trustee, the Certificate Administrator or the Tax Administrator shall be deemed to have actual knowledge or notice of any
Servicing Termination Event or any act, failure or breach of any Person upon the occurrence of which the Trustee, the Certificate
Administrator or the Tax Administrator may be required to act unless a Responsible Officer of the Trustee, the Certificate Administrator
or the Tax Administrator, as applicable, has actual knowledge thereof or unless written notice of any Servicing Termination Event,
act, failure or breach, as applicable, is received by the Trustee, the Certificate Administrator or the Tax Administrator at the
respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(ix)        none
of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for any act or omission of the Master
Servicer or the Special Servicer (unless, in the case of the Trustee, it is acting as the Master Servicer or the Special Servicer,
as the case may be) or any Serviced Companion Loan Holder or the Depositor;


 


(x)         neither
the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with
any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer
of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described
in said Article applicable with respect to changes in registration or record ownership of Certificates in the Certificate Register
and to examine the same to determine substantial compliance with the express requirements of this Agreement; and the Trustee and
the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of
the Depository or between or among Depository Participants or Certificate Owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection with changes in registration or record ownership
in the Certificate Register;


 


(xi)        none
of the Trustee, the Certificate Administrator or the Tax 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, the Certificate Administrator’s
or the Tax Administrator’s, as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 






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(xii)       except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association, acting in any particular capacity hereunder
shall 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; provided, that the knowledge of employees performing special servicing functions shall not
be imputed to employees performing master servicing functions and vice versa;


 


(xiii)      nothing
herein shall require the Trustee, the Certificate Administrator or the Tax Administrator to act in any manner that is contrary
to applicable law;


 


(xiv)      in
no event shall the Trustee, the Certificate Administrator or the Tax Administrator 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, the Certificate
Administrator or the Tax Administrator has been advised of the likelihood of such loss or damage and regardless of the form of
action;


 


(xv)       the
right of the Trustee, the Certificate Administrator or the Tax Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and none of the Trustee, the Certificate Administrator or the Tax Administrator, as
applicable, shall be answerable for other than its negligence or willful misconduct in the performance of any such act;


 


(xvi)      none
the Trustee, the Certificate Administrator or the Tax Administrator will be liable for any failure or delay in the performance
of its obligations under this Agreement due to force majeure; and


 


(xvii)     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, the Certificate Administrator and the Tax Administrator shall be entitled to all of the same rights, protections, immunities
and indemnities afforded to it as Trustee, the Certificate Administrator and the Tax 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.	The Trustee, the Certificate Administrator and the Tax
Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.



  


The recitals contained
herein and in the Certificates (other than the statements attributed to, and the representations and warranties of, the Trustee,
the Certificate Administrator and/or the Tax Administrator in Article II, and the signature of the Certificate Registrar
set forth on each outstanding Certificate) shall not be taken as the statements of the Trustee, the Certificate Administrator or
the Tax


 



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Administrator, and none of the Trustee, the Certificate Administrator or the Tax Administrator assumes any responsibility
for their correctness. None of the Trustee, the Certificate Administrator or the Tax Administrator makes any representation as
to the validity or sufficiency of this Agreement (except as regards the enforceability of this Agreement against it) or of any
Certificate (other than as to the signature of the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. None of the Trustee, the Certificate Administrator or the Tax 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 (other than with
respect to any funds held by the Certificate Administrator) deposited in or withdrawn from the Collection Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special Servicer (unless, in the case of the Trustee, it is
acting in such capacity). None of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for
the legality or validity of this Agreement (other than insofar as it relates to the representations and warranties of the Trustee,
the Certificate Administrator or the Tax Administrator, as the case may be, hereunder) or the validity, priority, perfection or
sufficiency of any security, lien or security interest granted to it hereunder or the filing of any financing statements or continuation
statements, except to the extent set forth in Section 2.01(c) and Section 2.01(e) or to the extent the Trustee is
acting as the Master Servicer or the Special Servicer and the Master Servicer or the Special Servicer, as the case may be, would
be so responsible hereunder. Except as contemplated by Section 11.02(a), none of the Trustee, the Certificate Administrator
or the Tax Administrator shall be required to record this Agreement.


  





	 	SECTION 8.04.	The Trustee,
the Certificate Administrator and the Tax Administrator May Own Certificates.


 


 


The Trustee (in its individual
or any other capacity), the Certificate Administrator or the Tax Administrator or any of their respective Affiliates may become
the owner or pledgee of Certificates with (except as otherwise provided in the definition of “Certificateholder”) the
same rights it would have if it were not the Trustee, the Certificate Administrator or the Tax Administrator or one of their Affiliates,
as the case may be.


 





	 	SECTION 8.05.	Fees and Expenses
of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate
Administrator and the Tax Administrator.


  


On each Distribution
Date, the Certificate Administrator shall withdraw from the Distribution Account, out of general collections on the Mortgage Loans
and REO Properties on deposit therein, prior to any distributions to be made therefrom to Certificateholders on such date, and
pay to itself all Certificate Administrator Fees, and to the Trustee all Trustee fees, earned in respect of the Mortgage Loans
and any successor REO Mortgage Loans through the end of the then most recently ended calendar month as compensation for all services
rendered by it or the Trustee hereunder. The Trustee Fee shall be paid by the Certificate Administrator and shall be a portion
of the Certificate Administrator Fee. The Certificate Administrator Fee will accrue during each calendar month commencing with
April 2017, and shall be equal to 0.69 basis points (0.0069%) per annum (the “Certificate Administrator Fee Rate”)
on the principal amount equal to the aggregate Stated Principal Balance of all Mortgage Loans and REO Mortgage Loans immediately
following the Distribution Date in such calendar month calculated on the same Interest Accrual Basis applicable to such Mortgage
Loans and REO Mortgage Loans.


 






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(a)        The
Certificate Administrator Fee accrued during each calendar month shall be payable in the next succeeding calendar month. The Trustee
Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the
Certificate Administrator Fee (which includes the Tax Administrator Fee and the Trustee Fee) shall constitute the sole compensation
of the Trustee, the Certificate Administrator and the Tax Administrator for such services to be rendered by it. The Certificate
Administrator shall be responsible for the payment of the Tax Administrator Fee and the Trustee Fee.


 


Notwithstanding the prior
paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to
be borne by the Trust out of the Distribution Account or the Collection Account, relates to any Mortgage Loan that is part of a
Serviced Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such
Serviced Loan Combination in the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account and/or the applicable
Serviced A/B Loan Combination Custodial Account, as applicable, collectively, prior to payment from funds in the Distribution Account
or the Collection Account that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, cost or expense
shall be payable out of amounts on deposit in the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account
and/or the applicable Serviced A/B Loan Combination Custodial Account, as applicable, (withdrawals from those accounts shall be
made in accordance with the related Co-Lender Agreement and, in the case of a Serviced Pari Passu Loan Combination, pro rata
according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included
in the related Serviced Pari Passu Loan Combination). Insofar as any such loss, liability, cost or expense related to any Serviced
Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account and funds are subsequently received
and allocable to the related Serviced Companion Loan(s), then the Master Servicer shall deposit the amount of such loss, liability,
cost or expense into the Collection Account from such funds so received and allocable to the related Serviced Companion Loan(s).


 


(b)        The
Trustee, the Certificate Administrator and the Tax Administrator (each in its capacity as such or in its individual capacity) and
any of their respective directors, officers, employees, agents or affiliates are entitled to be indemnified and held harmless out
of the Collection Accounts and/or the Distribution Account, as and to the extent provided in Section 3.05, for and against
any loss, liability, claim or expense (including without limitation costs and expenses of litigation, and of investigation, reasonable
counsel fees, damages, judgments and amounts paid in settlement, expenses incurred in becoming successor master servicer or successor
special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, this Agreement, the
Certificates, the Mortgage Loans (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of
successor to the Master Servicer or the Special Servicer (as the case may be), in which case such expense or liability will be
reimbursable thereto in the same manner as it would be for any other Master Servicer or Special Servicer, as the case may be) or
any act or omission of the Trustee, the Certificate Administrator or the Tax Administrator relating to the exercise and performance
of any of the rights and duties of the Trustee, the Certificate Administrator or the Tax Administrator hereunder; provided,
however, that none of the Trustee, the Certificate Administrator or the Tax Administrator shall be entitled to indemnification
pursuant to this Section 8.05(b) for (1) allocable overhead, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any cost or expense that
does not constitute an “unanticipated expense” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(3) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (4) any loss, liability,


 



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claim or expense incurred by reason of any breach on the part of the Trustee, the Certificate Administrator or the Tax Administrator
of any of their respective representations, warranties or covenants contained herein or any willful misconduct, bad faith, fraud
or negligence in the performance of, or negligent disregard of, the Trustee’s, the Certificate Administrator’s or the
Tax Administrator’s obligations and duties hereunder.


 


(c)         The
Master Servicer and the Special Servicer each shall indemnify the Trust, the Trustee, the Custodian, the Certificate Administrator
and the Tax Administrator (each in their respective capacity as such and in their individual capacity), and each Serviced Companion
Loan Holder, for and hold each of them harmless against any loss, liability, claim or expense that is a result of the Master Servicer’s
or the Special Servicer’s, as the case may be, negligent acts or omissions in connection with this Agreement, including the
negligent use by the Master Servicer or the Special Servicer, as the case may be, of any powers of attorney delivered to it by
the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced by the Master Servicer or the Special Servicer, as
the case may be; provided, however, that, if the Trustee, the Custodian, the Certificate Administrator or the Tax
Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b), then the indemnity
in favor of such Person provided for in this Section 8.05(c) with respect to such loss, liability, claim or expense shall
be for the benefit of the Trust. For the purposes of this paragraph, the Master Servicer or Special Servicer will be deemed not
to have committed negligent acts or omissions in connection with this Agreement if the Master Servicer or Special Servicer, as
applicable, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer or Special Servicer, as applicable,
in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would
result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer shall be entitled to rely
on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense).


 


(d)         Each
of the Trustee, the Custodian, the Certificate Administrator and the Tax Administrator shall indemnify each of the Trust, the Master
Servicer and the Special Servicer and each other (each in their respective capacity as such and in their individual capacity) and
each Serviced Companion Loan Holder for and hold each of them harmless against any loss, liability, claim or expense that is a
result of the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Tax Administrator’s, as
the case may be, negligent acts or omissions in connection with this Agreement; provided, however, such indemnified
person has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03 or Section 8.05(b),
as applicable, then the indemnity in favor of such Person otherwise provided for in this Section 8.05(d) with respect to
such loss, liability, claim or expense shall be for the benefit of the Trust.


 


(e)         The
Certificate Administrator shall indemnify and hold harmless the Depositor, each Placement Agent and each Serviced Companion Loan
Holder 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, each Placement Agent and each Serviced Companion Loan Holder
or any of their respective Affiliates that arise out of or are based upon a breach by the Certificate Administrator, in its capacity
as Rule 17g-5 Information Provider, of its obligations under this Agreement, which breach constitutes negligence, bad faith or
willful misconduct on the part of the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, in the performance
of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 






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(f)         This
Section 8.05 shall survive the termination of this Agreement or the resignation or removal of the Trustee, the Certificate
Administrator, the Tax Administrator, the Master Servicer or the Special Servicer as regards rights and obligations prior to such
termination, resignation or removal.





 


	 	SECTION 8.06.	Eligibility
Requirements for the Trustee, the Certificate Administrator and the Tax Administrator.





 


The Trustee, the Certificate
Administrator and the Tax Administrator hereunder each shall at all times be a corporation, bank, trust company or association
that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of
Columbia and, in the case of the Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and
surplus of at least $50,000,000; and (iii) is subject to supervision or examination by federal or state authority. If such corporation,
bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such
corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In addition: (i) the Trustee shall at all times meet the requirements of Section 26(a)(1)
of the Investment Company Act; and (ii) neither the Certificate Administrator nor the Tax Administrator may have any affiliations
or act in any other capacity with respect to the transactions contemplated hereby that would cause the Exemption to be unavailable
with respect to any Class of Certificates as to which it would otherwise be available. Furthermore, the Trustee, the Certificate
Administrator and the Tax Administrator shall at all times maintain a long-term unsecured debt rating of at least “A2”
by Moody’s and “A” by Fitch, and a short-term unsecured debt rating of at least “P-1” by Moody’s
and “F1” by Fitch (or, in the case of any Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation).
In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance
with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable,
shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation, bank, trust company
or association serving as Trustee may have normal banking and trust relationships with the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Special Servicer and their respective Affiliates; provided, however, that none of (i) the
Depositor, (ii) any Person involved in the organization or operation of the Depositor or the Trust, (iii) the Master Servicer or
Special Servicer (except during any period when the Trustee has assumed the duties of the Master Servicer or Special Servicer (as
the case may be) pursuant to Section 7.02), (iv) the Mortgage Loan Seller or (v) any Affiliate of any of them, may be the
Trustee hereunder.


 





	 	SECTION 8.07.	Resignation
and Removal of the Trustee, the Certificate Administrator and the Tax Administrator.








 


(a)         The
Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective
obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, the Master Servicer, the
Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s
Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting
the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to
the resigning Trustee,


 



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Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate
administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and
to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case
may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation,
the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be.


 


(b)        If
at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer,
or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall
be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or
the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s,
Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating
Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing
to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days,
the Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as
the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator,
as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be.
A copy of such instrument shall be delivered to the other parties hereto and to 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 more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator
or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written
instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case
may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee in connection with
its transfer of the Mortgages Files to a successor trustee following the removal of the Trustee without cause pursuant to this
Section 8.07(c), shall be reimbursed to the removed Trustee within thirty (30) days of demand therefor, such reimbursement
to be made by the Certificateholders that terminated the Trustee. A copy of such instrument shall be delivered to the other parties
hereto and to the remaining Certificateholders by the successor so appointed. If any such termination without cause pursuant to
this Section 8.07(c) occurs, the successor trustee, certificate administrator or tax administrator, as applicable, shall
be responsible for all reasonable and customary costs and expenses necessary to effect the transfer of responsibilities from its
predecessor.


 






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(d)         Any
resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee,
certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07
shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator,
as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator,
as the case may be, does not have a long-term unsecured debt rating that satisfy the criteria set forth in Section 8.06,
the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of
a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Companion
Loan Rating Agency).


 


(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 LSTAR 2017-5, Commercial
Mortgage Pass-Through Certificates, Series 2017-5 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 LSTAR 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5 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 Mortgage
Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the 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.


 





	 	SECTION 8.08.	Successor
Trustee, Certificate Administrator and Tax Administrator.


 


(a)       Any
successor trustee, certificate administrator or tax administrator appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and its predecessor trustee, certificate administrator
or tax administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee, certificate administrator or tax administrator, as the case may be, shall become effective
and such successor trustee, certificate administrator or tax administrator, as the case may be,


 



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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, certificate administrator or tax administrator herein. If the Trustee is being replaced,
the predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by
it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian 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, certificate administrator or tax administrator shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee, certificate administrator or tax administrator, as the case may be,
shall be eligible under the provisions of Section 8.06.


 


(c)         Upon
acceptance of appointment by a successor trustee, certificate administrator or tax administrator as provided in this Section
8.08, such successor trustee, certificate administrator or tax administrator, as the case may be, shall provide notice of the
succession of such trustee, certificate administrator or tax administrator hereunder to the Depositor, the Certificate Administrator
(who shall promptly mail such notice to the Certificateholders), the Rule 17g-5 Information Provider (who shall post such notice
to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and the other parties hereto.


 





	 	SECTION 8.09.	Merger or
Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator.


 


Any entity into which
the Trustee, Certificate Administrator or Tax Administrator may be merged or converted or with which it may be consolidated or
any entity resulting from any merger, conversion or consolidation to which the Trustee, Certificate Administrator or Tax Administrator
shall be a party, or any entity succeeding to the corporate trust business of the Trustee, Certificate Administrator or Tax Administrator,
shall be the successor of the Trustee, Certificate Administrator or Tax Administrator, as the case may be, hereunder, provided
such entity shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


  


	 	SECTION 8.10.	Appointment
of Co-Trustee or Separate Trustee.





 


(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 Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15
days after the receipt by it of a request to do so, or in case a Servicing Termination Event in respect of the Master


 






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Servicer
shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06, 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.


 


(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 when acting as the Master Servicer or 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 Fund 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 Custodian.


 


The Certificate Administrator
is hereby appointed as Custodian hereunder. The Custodian shall be subject to the same standards of care, limitations on liability
and rights to indemnity as the Trustee and the Certificate Administrator, and the provisions of Sections 8.01, 8.02,
8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the Custodian to the
same extent that they apply to the Trustee. The Custodian may at any time resign by giving at least thirty (30) days’ advance
written notice of resignation to the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Custodian shall comply with the requirements for Trustees set forth in Section 8.06 and shall have in place
a fidelity bond and errors and omissions policy, each in such form and amount as is customarily required of custodians acting on
behalf of Freddie Mac or Fannie Mae (or shall self-insure, to the extent that the Custodian is otherwise permitted to self-insure
by Fannie Mae and Freddie Mac).


 



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The Custodian may be removed by the Holders of Certificates entitled to more than 50% of the Voting
Rights in a manner consistent with the provisions of Section 8.07 (to the extent applicable).


 


SECTION 8.12. Access to
Certain Information.


 


(a)         The
Trustee and the Custodian shall each afford to the Depositor, the Placement Agents, the Master Servicer, the Special Servicer,
the Directing Certificateholder and the Majority Controlling Class Certificateholder, and to each Serviced Companion Loan Holder
that is a Privileged Person, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise
authority over any Certificateholder or Certificate Owner, access to any documentation regarding the Mortgage Loans or the other
assets of the Trust Fund (or, in the case of a Serviced Companion Loan Holder that is a Privileged Person, any documentation regarding
the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access
shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices
of the Trustee or the Custodian, as the case may be, designated by it.


 


(b)           The
Certificate Administrator shall make available to any Privileged Person (except as described in item (vi) below) the following
items via the Certificate Administrator’s Website, in each case to the extent such items are prepared by the Certificate
Administrator or are delivered to the Certificate Administrator in electronic format via electronic mail to 17g5informationprovider@wellsfargo.com:


 


(i)             the
following documents, which shall be made available under a tab or heading designated “deal documents”:


 


		(A)	the Offering Circular;



 


		(B)	this Agreement, and any amendments and exhibits hereto;



 


		(C)	the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the
Certificate Administrator;



 


(ii)            the
following documents, which shall be made available under a tab or heading designated “periodic reports”:


 


		(A)	the Distribution Date Statements pursuant to Section 4.02(a);



 


		(B)	the CREFC® reports prepared by, or delivered to, the Certificate Administrator,
together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section
4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);



 


(iii)           the
following documents, which shall be made available under a tab or heading designated “additional documents”:


 


		(A)	summaries of Asset Status Reports pursuant to Section 3.24(a);



 


		(B)	inspection reports pursuant to Section 3.12(a); and



 






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		(C)	Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;



 


(iv)          the
following documents, which shall be made available under a tab or heading designated “special notices”:


 


		(A)	notice of final distribution on the Certificates pursuant to Section 9.01;



 


		(B)	notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;



 


		(C)	notice of a Servicing Termination Event with respect to the Master Servicer or the Special Servicer
pursuant to Section 7.01;



 


		(D)	notice of the resignation of any party to this Agreement and notice of the acceptance of appointment
to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23,
Section 5.07(c), Section 6.04, Section 7.03, Section 8.06, Section 8.07, Section 8.08
or Section 8.11;



 


		(E)	Officer’s Certificates supporting the determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);



 


		(F)	any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this
Agreement;



 


		(G)	any Assessment of Compliance delivered to the Certificate Administrator pursuant to Section
3.14; and



 


		(H)	any Attestation Reports delivered to the Certificate Administrator pursuant to Section 3.14;



 


		(I)	any proposal to the Trustee to commence an action against a party to this Agreement, the Mortgage
Loan Purchase Agreement or the Mortgage Loan Purchase Agreement Partial Guaranty;



 


		(J)	the Class Q Clean-Up Call Notice delivered pursuant to Section 9.01(b);



 


		(K)	any notice that a Control Termination Event has occurred or is terminated or that a Consultation
Termination Event has occurred (provided that with respect to a Control Termination Event or a Consultation Termination
Event deemed to exist due solely to the existence of a Conflicted 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 Conflicted
Loan);



 






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(v)           the
“risk retention special notices” with regard to any notice provided by the Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement;


 


(vi)          the
Investor Q&A Forum, which shall be made available under a tab or heading designated “Investor Q&A Forum”, pursuant
to Section 8.12(d); and


 


(vii)         the
Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated
“Investor Registry”, pursuant to Section 8.12(e).


 


Notwithstanding anything
to the contrary in this Section 8.12, all Conflicted Loan Information shall be made available under a separate tab or heading
designated “Conflicted Loan Information” pursuant to Section 3.33 (and not under any of the tabs or headings
described in items (i) through (vi) above) and made available to Privileged Persons other than Conflicted Holders (subject to Section
4.02(a)).


 


In lieu of the tabs
or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels
as it may reasonably determine from time to time.


 


The Certificate Administrator
shall not restrict access by the Special Servicer to the Certificate Administrator’s Website to any information related to
any Mortgage Loan including any Conflicted Special Servicer Loan.


 


The Rating Agencies
and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the
Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry.


 


The Depositor, hereby
authorizes the Certificate Administrator to make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group
Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc. or such other vendor chosen by the Depositor,
that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution
Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section
8.12(b) to Privileged Persons; provided, however, that the Certificate Administrator shall not have such authority to the extent
such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination
of any confidential information, including, without limitation, any Privileged Information).


 


(c)           The
Rule 17g-5 Information Provider shall make available to the Rating Agencies and to NRSROs the following items by means of the Rule
17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider
by means of electronic mail in accordance with Section 11.06 (or by such other electronic means as shall be established
or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial) with “LSTAR 2017-5” included
in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic
mail:


 


		(A)	Asset Status Reports pursuant to Section 3.24(a);



 






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		(B)	environmental reports pursuant to Section 3.09(c);



 


		(C)	Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;



 


		(D)	any Assessments of Compliance pursuant to Section 3.14;



 


		(E)	any Attestation Reports pursuant to Section 3.14;



 


		(F)	any notice relating to the Special Servicer’s determination to take action under this Agreement
without receiving Rating Agency Confirmation pursuant to Section 3.28(a);



 


		(G)	copies of requests or questions that were submitted by the Rating Agencies to the Master Servicer,
the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.28;



 


		(H)	any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant
to Section 3.28;



 


		(I)	notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee
or merger or consolidation of the Trustee pursuant to Section 8.07;



 


		(J)	notice of any resignation of the Certificate Administrator or the acceptance of appointment by
the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;



 


		(K)	Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and
notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool
pursuant to Section 3.11(h) and Section 4.03(c);



 


		(L)	all notices of the occurrence of a Servicing Termination Event and any notice of the termination
of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;



 


		(M)	certain responses or notices from the parties to this Agreement to information posted on the Certificate
Administrator’s Website;



 


		(N)	any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information
pursuant to Section 3.28(g);



 


		(O)	any summary of oral communications
with the Rating Agencies regarding any of the above written materials 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 Serviced Loan Combination,
the related Mortgaged Properties, the



 






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	 	 	 related Borrowers
or any other matters related to this Agreement or the Co-Lender Agreements related to any Serviced Loan Combination, pursuant to
Section 3.28(f); and



 


		(P)	any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement;
and



 


		(Q)	the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).



 


The foregoing information
shall be made available by the Rule 17g-5 Information Provider on the Rule 17g-5 Information Provider’s Website. Information
will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (New York City time)
or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. New York City time. 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
Rule 17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form of
Exhibit P hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a
Rating Agency requests access to the Rule 17g-5 Information Provider’s Website, access will be provided by the Rule 17g-5
Information Provider on the same Business Day provided such request is made prior to 2:00 p.m., on such Business Day, or, if received
after 2:00 p.m., on the following Business Day. Questions regarding delivery of information to the Rule 17g-5 Information Provider
may be directed to 17g5informationprovider@wellsfargo.com (or such other address as the 17g-5 Information Provider shall specify
by written notice to the other parties hereto).


 


The Rule 17g-5 Information
Provider shall notify any party that delivers information to the Rule 17g-5 Information Provider under this Agreement that such
information was received and that it has been posted. The Rule 17g-5 Information Provider shall notify each NRSRO that has provided
a NRSRO Certification each time a document is posted to the Rule 17g-5 Information Provider’s Website and such notice shall
specifically identify such document. The Rule 17g-5 Information Provider shall send such notice to such Persons to the email address
that has been provided by and is used by such Person for the purpose of accessing the Rule 17g-5 Information Provider’s Website,
including a general email address if such general email address has been provided to the Rule 17g-5 Information Provider in connection
with a completed NRSRO Certification in the form of Exhibit P hereto.


 


(d)       The
Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to
Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may
submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the
Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan


 



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Combinations
or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers.
The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that answering the
inquiry would not be in the best interests of the Trust and/or the Certificateholders, would be in violation of applicable law
or the Mortgage Loan Documents, 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, or is otherwise not advisable to answer,
in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator
shall post the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject
to and in accordance with this Agreement; provided, however, that posting the inquiries and related answers on the
Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider.
In addition, no party will post or otherwise disclose direct communications with the Directing Certificateholder as part of its
response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not
submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and will not be deemed to be answers from any other person, including the Depositor and the Placement Agents.
None of the Placement Agents, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy
of any of the information posted in the Investor Q&A Forum, and no Person other than the respondent will have any responsibility
or liability for the content of any such information.


 


(e)       The
Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial
owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary
basis for the investor registry and obtain contact information for any other Certificateholder or beneficial owner that has also
registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.


 


(f)        The
Certificate Administrator’s Website shall initially be located at www.ctslink.com. Access shall be provided by the Certificate
Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the
Certificate Administrator may require registration and the acceptance of a disclaimer. In the case of a Directing Certificateholder
or a Controlling Class Certificateholder that, in any such case, is a Conflicted Holder, such Person shall submit to the Certificate
Administrator, the Master Servicer and the Special Servicer in physical form (in the case of the Master Servicer and the Special
Servicer), and electronically, through the Certificate Administrator’s Website (in the case of the Certificate Administrator),
Investor Certifications in the form of Exhibit K-2B and Exhibit K-3A hereto, executed by the requesting Person and
indicating that such Person is a Conflicted Holder and listing the related Conflicted Loan(s) or Conflicted Controlling Class Loan(s),
as applicable. The Certificate Administrator shall not be liable for the dissemination of information in accordance with the terms
of this Agreement. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness
of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge
of any information posted on its website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim
responsibility for any information for which it is not the original source. The Certificate Administrator shall provide Privileged
Persons with assistance in using the Certificate Administrator’s Website if they call the Certificate Administrator’s
customer service desk, initially available at 866-846-4526. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to a Conflicted Loan or Conflicted


 



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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 a Conflicted Loan or Conflicted
Controlling Class Loan.


 


Any Borrower Party
shall be entitled to access (a) the Distribution Date Statements, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder if any such Person is a Conflicted Holder, and subject to the notice provisions below, all information
available on the Certificate Administrator’s Website, other than the related Conflicted Loan Information (subject to Section
4.02(a)). In the case of the Directing Certificateholder or Controlling Class Certificateholder that is not a Conflicted Holder,
upon delivery of an Investor Certification substantially in the form of Exhibit K-1B hereto, such Person shall be entitled
to access all information on the Certificate Administrator’s Website including the Conflicted Loan Information. The Master
Servicer, Special Servicer, Certificate Administrator and Trustee may each rely on (i) an Investor Certification in the form of
Exhibit K-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, to the
effect that such Person is not a Conflicted Holder or (ii) an Investor Certification in the form of Exhibit K-2B or Exhibit
K-3A hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
a Conflicted Holder with respect to one or more Conflicted Controlling Class Loan(s).


 


In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes a Borrower Party, such party shall promptly notify each of the
Master Servicer, Special Servicer, Certificate Administrator and Trustee in writing substantially in the form of Exhibit K-3A
that such Person has become a Conflicted Holder with respect to the Conflicted Loan(s) or Conflicted Controlling Class Loan(s),
as applicable, listed in such notice and shall also provide the Certificate Administrator notice substantially in the form of Exhibit
K-3B listing each CTSLink USER ID associated with the Conflicted Holder and directing the Certificate Administrator to restrict
access to this transaction for such users. Upon confirmation from the Certificate Administrator that such access has been restricted,
the Conflicted Holder shall submit a new Investor Certification substantially in the form of Exhibit K-2B to access the
information on the Certificate Administrator’s Website, except that such party shall not be entitled to any Conflicted Loan
Information related to the applicable Conflicted Loan(s) or Conflicted Controlling Class Loan(s) made available on the Certificate
Administrator’s Website (subject to Section 4.02(a)). Notwithstanding anything herein to the contrary, each of the
Master Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively assume that the Directing
Certificateholder or Controlling Class Certificateholders are not Conflicted Holders except to the extent that the Master Servicer,
the Special Servicer or the Certificate Administrator, as applicable, has received notice substantially in the form of Exhibit
K-3A from such Person that it has become a Conflicted Holder. None of the Master Servicer, the Special Servicer or the Certificate
Administrator shall be liable for any communication to any Conflicted Holder or disclosure of information relating to a Conflicted
Loan or Conflicted Controlling Class Loan (including, in the case of any Conflicted Loan Information delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer or the
Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is a Conflicted Loan
or Conflicted Controlling Class Loan and/or, with respect to Conflicted Loan Information 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 and the Certificate Administrator shall be entitled to conclusively rely on delivery from
the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an


 



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Investor Certification substantially
in the form of Exhibit K-1B that such Directing Certificateholder or Controlling Class Certificateholder, as applicable,
is no longer a Conflicted Holder.


 


(g)       The
Rule 17g-5 Information Provider shall make available, only to Rating Agencies and NRSROs, a rating agency question-and-answer forum
and document request tool (the “Rating Agency Q&A Forum and Servicer Document Request Tool”), which shall
be a service available on the Rule 17g-5 Information Provider’s Website, where Rating Agencies and NRSROs may (i) submit
questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Master Servicer
or the Special Servicer, as applicable, relating to the reports prepared by such parties, the Mortgage Loans or the Mortgaged Properties
(collectively, “Rating Agency Inquiries”), and (ii) view Rating Agency Inquiries that have been previously submitted
and answered, together with the answers thereto. In addition, the Rating Agencies and NRSROs shall be afforded a means to use a
form to submit requests for loan level reports and information. Upon receipt of a Rating Agency Inquiry, the Rule 17g-5 Information
Provider shall forward such Rating Agency Inquiry by email to the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, in each case within a commercially reasonable period of time following receipt thereof and indicating
that such question was received from a Rating Agency or an NRSRO. Following receipt of a Rating Agency Inquiry, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency
Inquiry as described below, shall respond to such Rating Agency Inquiry by email to the Rule 17g-5 Information Provider and shall
have no obligation to respond separately to such Rating Agency Inquiry. The Rule 17g-5 Information Provider shall post (within
a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Rating Agency
Inquiry and the related answer (or reports, as applicable) to the Rule 17g-5 Information Provider’s Website. Any reports
posted by the Rule 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the Rule
17g-5 Information Provider’s Website. The Certificate Administrator, the Master Servicer and the Special Servicer shall have
no obligation to answer such Rating Agency Inquiry if such party determines, in its respective sole discretion, that (i) answering
such Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Mortgage
Loan Documents, (ii) answering such Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege or the disclosure of attorney work product or (iii)(A) answering such 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, in which case it shall not be required
to answer such Rating Agency Inquiry. If the Certificate Administrator, the Master Servicer or the Special Servicer so determines
not to answer a Rating Agency Inquiry, such party shall promptly notify the Rule 17g-5 Information Provider by reply email of such
determination identifying which of clause (i), (ii) or (iii) of the immediately preceding sentence is the basis of
such determination. Thereafter, the Rule 17g-5 Information Provider shall post such Rating Agency Inquiry, together with a statement
of the reason such Rating Agency Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and Servicer Document
Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other Person. None of
the Placement Agents, the Depositor or any of their respective Affiliates shall certify to any of the information posted in the
Rating Agency Q&A Forum and Servicer Document Request Tool and no such party shall have any responsibility or liability for
the content of any such information. The


 



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Rule 17g-5 Information Provider shall not be held liable for any failure by any other
Person to answer any Rating Agency Inquiry. The Rule 17g-5 Information Provider shall not be required to post to the Rule 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Servicer Document Request
Tool shall not present questions, answers and other communications that are not submitted by means of the Rule 17g-5 Information
Provider’s Website.


 


(h)       The
Rule 17g-5 Information Provider’s Website shall initially be located within the Certificate Administrator’s Website,
under the “NRSRO” tab on the page relating to this transaction. Access to the Rule 17g-5 Information Provider’s
Website shall be provided by the Rule 17g-5 Information Provider to the Rating Agencies and to NRSROs upon receipt by the Rule
17g-5 Information Provider of an NRSRO Certification in the form attached to this Agreement, which form shall also be located on
and submitted electronically by means of the Certificate Administrator’s Website. The Rule 17g-5 Information Provider shall
not be liable for the dissemination of information in accordance with the terms of this Agreement. The Rule 17g-5 Information Provider
shall make no representations or warranties as to the accuracy or completeness of any information being made available and shall
assume no responsibility for same. The Certificate Administrator shall not be deemed to have knowledge of any information posted
on its website solely by virtue of posting by the Rule 17g-5 Information Provider. In addition, each of the Certificate Administrator
and the Rule 17g-5 Information Provider may disclaim responsibility for any information for which it is not the original source.
Certificateholders shall not be afforded access to the Rule 17g-5 Information Provider’s Website.


 


(i)       None
of the Trustee, the Custodian or the Certificate Administrator shall be liable for providing or disseminating information in accordance
with the terms of this Agreement or at the direction of the Depositor; provided, however, that this provision shall
not protect the Trustee, the Custodian or the Certificate Administrator against any liability to the Trust or the Certificateholders
against any expense or liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of such party’s obligations or duties hereunder, or by reason of negligent disregard of such obligations and
duties.


 


SECTION 8.13.          Cooperation
Under Applicable Banking Law.


 


In order to comply with
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 Banking Law”), each of the Trustee,
the Certificate Administrator and the Master Servicer are required to obtain, verify and record certain information relating to
individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator and the Master
Servicer. Accordingly, each of the other parties agrees to provide to the Trustee, the Certificate Administrator and the Master
Servicer upon their reasonable request from time to time such identifying information and documentation as may be reasonably available
for such party in order to enable the Trustee, the Certificate Administrator and the Master Servicer to comply with Applicable
Banking Law.


 






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ARTICLE IX



TERMINATION


 


SECTION 9.01. Termination
Upon Repurchase or Liquidation of All Mortgage Loans.


 


(a)       Subject
to Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the parties hereto
(other than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter
set forth) shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate
Administrator on behalf of the Trustee and required hereunder to be so paid on the Distribution Date following the earlier to occur
of: (i) the purchase by any single Controlling Class Certificateholder or group of Controlling Class Certificateholders, the Master
Servicer or the Special Servicer (whose respective rights to effect such a purchase shall be subject to the priorities and conditions
set forth in Subsection (b)) of all Mortgage Loans and each REO Property (or, in the case of any REO Property related to
any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund at a
price (the “Termination Price”) equal to (A) the aggregate Purchase Price of all the Mortgage Loans remaining
in the Trust Fund (exclusive of any REO Mortgage Loan(s)), plus (B) the appraised value of each REO Property (or, in the case of
any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property), if
any, included in the Trust Fund, such Appraisal for such REO Property to be conducted by a Qualified Appraiser or, in the case
of an Mortgage Loan with a Stated Principal Balance of less than $2,000,000 a third party Qualified Reviewer, selected by the Special
Servicer and approved by the Certificate Administrator and the Master Servicer, minus (C) if the purchaser is the Master Servicer
or the Special Servicer, the aggregate amount of unreimbursed Advances made by such Person, together with any unpaid Advance Interest
in respect of such unreimbursed Advances and any unpaid servicing compensation payable to such Person (which items shall be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as the case may be, in connection with such purchase);
(ii) the exchange by the Sole Certificateholder(s) of all of the Class E, Class F and Class G Certificates with Certificate Principal
Balances greater than zero for all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced
Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written
consent of the Master Servicer in its sole discretion; and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided, however, that in no event
shall the Trust 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.


 


(b)       Any
single Controlling Class Certificateholder or group of Controlling Class Certificateholders, the Master Servicer or the Special
Servicer, in that order of preference (as set forth more fully below), may at its option elect to purchase all the Mortgage Loans
and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of
the Trust Fund in such REO Property) remaining in the Trust Fund as contemplated by clause (i) of Section 9.01(a)
by giving written notice to the other parties hereto (and, in the case of an election by the Master Servicer or the Special Servicer,
to the Holders of the Controlling Class) no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that:


 






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		(A)	the aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is 1.0%
or less of the Cut-off Date Pool Balance;



 


		(B)	within thirty (30) days after written notice of such election is so given, no Person with a higher
right of priority to make such an election does so; and



 


		(C)	if more than one Controlling Class Certificateholder or group of Controlling Class Certificateholders
desire to purchase all of the Mortgage Loans and any REO Properties remaining in the Trust Fund, preference shall be given to the
Controlling Class Certificateholder or group of Controlling Class Certificateholders with the largest Percentage Interest in the
Controlling Class.



 


If the Trust is to be
terminated in connection with the purchase of all the Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust
Fund by any Controlling Class Certificateholder(s), the Master Servicer or the Special Servicer, such Person(s) shall: (i) deposit,
or deliver to the Master Servicer for deposit, in the respective Collection Accounts (after the Determination Date, and prior to
the Master Servicer Remittance Date relating to the anticipated Final Distribution Date) an amount in immediately available funds
equal to the Termination Price; and (ii) shall reimburse all of the parties hereto (other than itself, if applicable) for all reasonable
out-of-pocket costs and expenses incurred by such parties in connection with such purchase. On the Master Servicer Remittance Date
for the Final Distribution Date, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred
by it to such account on the Master Servicer Remittance 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 deposits and reimbursements have been made, the Custodian shall release or cause to be released to
the purchasing party (or its designee) the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements
and other instruments furnished to it by the purchasing party as shall be necessary to effectuate transfer of the remaining Mortgage
Loans and REO Properties to the purchasing party (or its designee).


 


Following the date on
which the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-S, Class
B and Class C Certificates is reduced to zero, the Sole Certificateholder(s) shall have the right to exchange all of the Class
F and Class G Certificates with Certificate Principal Balances greater than zero for all of the Mortgage Loans and each REO Property
(or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such
REO Property) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice
to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole Certificateholder(s)
elect(s) to exchange all of such Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund in
accordance with the preceding sentence, such Sole Certificateholder(s), not later than the Business Day prior to the Distribution
Date on which the final distribution on the Certificates is to occur, shall deposit in each Collection Account an amount in immediately
available funds equal to the sum of (i) to the extent the Class D Certificates have a Certificate Principal Balance greater than
zero, the Certificate Principal Balance of the Class D Certificates immediately preceding such Final Distribution Date; provided,
that if such Sole Certificateholder(s) is also the holder of the Class D Certificates, in lieu of delivering the amount specified
in the preceding sentence, such Sole Certificateholder(s) will be permitted to exchange such Class D Certificates, (ii) to the
extent the Class D Certificates have a


 



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Certificate Principal Balance greater than zero, the Interest Distribution Amount that would
be distributable to the Class D Certificates on such Final Distribution Date with respect to the Class D Certificates without adjustment
for any Net Aggregate Prepayment Interest Shortfall on such Final Distribution Date, and (iii) all amounts then due and owing to
the Master Servicer, the Special Servicer, the Certificate Administrator, the Tax Administrator, the Trustee, the Certificate Registrar
and/or the Custodian hereunder (and their respective agents) that may be withdrawn from the Collection Account, pursuant to Section
3.05(a), or (without duplication between the Collection Accounts) 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 to the Distribution Account all amounts required to be transferred by it to such account on
the Master Servicer Remittance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b). Upon
confirmation that such final deposits have been made and following the surrender of all the Class E, Class F and Class G Certificates
on the Final Distribution Date, the Trustee shall release or cause to be released to the Sole Certificateholder(s) (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(s) as shall be necessary to effectuate transfer of the remaining Mortgage Loans and
REO Properties (or, if applicable, interests in REO Properties) to the Sole Certificateholder(s) (or any designee thereof). Upon
such release the Class X and Class D Certificates shall have no further right to receive any distributions hereunder (other than
as set forth in clause (c) below). For federal income tax purposes, such surrender and release shall be treated as a purchase of
such Mortgage Loans and REO Properties (or, if applicable, interests in REO Properties) for an amount of cash equal to all amounts
due in respect thereof after the distribution of amounts remaining in the Distribution Account, and a crediting of such amounts
as a final distribution on all remaining REMIC I Regular Interests, REMIC II Regular Interests and Regular Certificates.


 


Notwithstanding the foregoing,
on any Distribution Date (such Distribution Date, the “Class Q Clean-Up Call Date”) following the earlier of
(i) the Distribution Date in January 2020 and (ii) the Distribution Date on which the total outstanding principal balance of the
Mortgage Loans has been reduced to 65% or less of the aggregate cut-off date principal balance of the Mortgage Loans, the holder
of the Class Q Certificate may purchase all of the Mortgage Loans and REO Properties remaining in the Trust Fund by (a) providing
a Class Q Clean-Up Call Notice to each party to this Agreement no later than the Distribution Date prior to such Class Q Clean-Up
Call Date and (b) delivering on such Class Q Clean-Up Call Date an amount equal to the sum of (i) the aggregate Call Amount Payments
for each Class of Regular Certificates that has a Certificate Principal Balance or Certificate Notional Amount, as applicable,
greater than zero and (ii) all amounts then due and owing to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Tax Administrator, the Trustee, the Custodian and their respective agents under this Agreement (clauses (i) and (ii), the “Class
Q Call Amount”); provided that if the Holder of the Class Q Certificate (or its affiliate) is also the Holder
of 100% of any Class of Principal Balance Certificates or 100% of the Class X Certificates, the Holder of the Class Q Certificate
may surrender or arrange for its affiliate to surrender such Certificates in lieu of the Call Amount Payment with respect to such
Class of Certificates being made and the aggregate Call Amount Payment will be reduced accordingly (any such ownership of such
Class of Regular Certificates by the Holder of the Class Q Certificate (or its affiliate) to be evidenced by a certification, upon
which the Certificate Administrator may conclusively rely); and provided further that the purchase all of the Mortgage Loans and
REO Properties remaining in the Trust Fund by the holder of the Class Q Certificate shall be subject to the additional requirements
of Section 9.02 and the holder of the Class Q Certificate shall be treated as the “purchasing party” for the
purposes of Section 9.02.


 






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The Trustee and Certificate
Administrator will not be responsible for verifying or recalculating the Class Make-Whole Amount or the Assumed Price Premium and
each of the Trustee and the Certificate Administrator will be entitled to rely on the Class Make-Whole Amount or the Assumed Price
Premium provided to them by the Class Q Certificateholder. In connection with exercising its purchase right (including prior to
the exercise of such right), the holder of the Class Q Certificates may direct the Master Servicer or Special Servicer, as the
case may be, to make available information regarding the Mortgage Loans and REO Properties to potential purchasers of such Mortgage
Loans and REO Properties subject to a confidentiality agreement.


 


(c)       Notice
of any termination shall be given promptly by the Certificate Administrator by letter to Certificateholders posted to the Certificate
Administrator’s Website and mailed (x) if such notice is given in connection with the purchase of all the Mortgage Loans
and each REO Property (or, if applicable, interest in an REO Property) remaining in the Trust Fund by the Master Servicer, the
Special Servicer and/or any Controlling Class Certificateholder(s), 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 and (y) otherwise during
the month of such final distribution on or before the Master Servicer Remittance Date in such month, in any event specifying (i)
the Distribution Date upon which the Trust Fund will terminate and final payment on the Certificates will be made, (ii) the amount
of any such final payment in respect of each Class of Certificates 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 office
or agency of the Certificate Administrator therein designated. The Certificate Administrator shall give such notice to the other
parties hereto at the time such notice is given to Certificateholders.


 


(d)       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 such Certificateholder’s Percentage
Interest of that portion of the amounts on deposit in the Distribution Account that is allocable to payments on the relevant Class
in accordance with Section 4.01. Any funds not distributed to any Holder or Holders of Certificates of any Class on the
Final 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 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining 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 reasonable steps to contact the
remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any former Holder on any amount held in trust hereunder. If by the second anniversary of the delivery of such second notice,
all of the Certificates shall not have been surrendered for cancellation, then, subject to applicable escheat laws, the Certificate
Administrator shall distribute to the Class R Certificateholders all unclaimed funds and other assets which remain subject hereto.


 






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SECTION 9.02.          Additional
Termination Requirements.


 


(a)       If
any Controlling Class Certificateholder(s), the Master Servicer, and/or the Special Servicer purchase(s), or the Sole Certificateholder(s)
exchange(s) all of the Certificates for, all the Mortgage Loans and each REO Property (or, in the case of any REO Property related
to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund as
provided in Section 9.01, the Trust and each REMIC Pool shall be terminated in accordance with the following additional
requirements, unless the purchasing party obtains at its own expense and delivers to the Trustee and the Certificate Administrator
an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the failure of the Trust
to comply with the requirements of this Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC
Pool:


 


(i)         the
Certificate Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Tax
Return for each REMIC Pool, pursuant to Treasury Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified
liquidation under Section 860F of the Code and any regulations thereunder (as evidenced by an Opinion of Counsel to such effect
delivered on behalf and at the expense of the purchasing party);


 


(ii)       during
such 90-day liquidation period and at or prior to the time of making the final payment on the Certificates, the Certificate Administrator
shall sell or otherwise transfer all the Mortgage Loans and each REO Property remaining in the Trust Fund to the Master Servicer,
the Special Servicer, the applicable Controlling Class Certificateholder(s) or the Sole Certificateholder(s), as the case may be,
in exchange for cash and/or Certificates in accordance with Section 9.01; and


 


(iii)      at
the time of the final payment on the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed
or credited, to the Holders of the Certificates in accordance with Section 4.01 all remaining cash on hand (other than cash
retained to meet claims), and each REMIC Pool shall terminate at that time.


 


(b)       By
their acceptance of Certificates, the Holders of the Certificates hereby authorize the Trustee, the Certificate Administrator and
the Tax Administrator to prepare and adopt, on behalf of the Trust, a plan of complete liquidation of each REMIC Pool in the form
of the notice of termination provided for in Section 9.01(c) and in accordance with the terms and conditions of this Agreement,
which authorization shall be binding upon all successor Certificateholders.


 


ARTICLE X



ADDITIONAL TAX PROVISIONS


 


SECTION 10.01. REMIC Administration.


 


(a)       The
Tax Administrator shall elect to treat each REMIC Pool as a REMIC under the Code and, if necessary, under Applicable State Law.
Each such election will be made on IRS Form 1066 or other appropriate federal tax or information return or any appropriate state
Tax Returns for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Tax Administrator
shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee shall timely execute and return
to the Tax Administrator) and (iii) file each such IRS Form 1066,


 



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other appropriate federal tax or information return or appropriate
state Tax Return pursuant to Subsection (c).


 


(b)       The
Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates is hereby designated as the Tax Matters
Person of each REMIC Pool and, in such capacity, shall be responsible to act on behalf of such REMIC Pool in relation to any tax
matter or controversy, to represent such REMIC Pool in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority, to request an administrative adjustment as to any taxable year of such REMIC Pool,
to enter into settlement agreements with any governmental taxing agency with respect to such REMIC Pool, to extend any statute
of limitations relating to any tax item of such REMIC Pool and otherwise to act on behalf of such REMIC Pool in relation to any
tax matter or controversy involving such REMIC Pool; provided that the Tax Administrator is hereby irrevocably appointed
and agrees to act (in consultation with the Tax Matters Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such. The legal expenses and costs of any action described in this
Section 10.01(b) and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust payable out
of amounts on deposit in the Distribution Account as provided by Section 3.05(b) unless such legal expenses and costs are
incurred by reason of a Tax Matters Person’s or the Tax Administrator’s misfeasance, bad faith or negligence in the
performance of, or such Person’s negligent disregard of, its obligations or are expressly provided by this Agreement to be
borne by any party hereto.


 


(c)       The
Tax Administrator shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee shall timely
execute and return to the Tax Administrator), and (iii) file all of, the Tax Returns in respect of each REMIC Pool (other than
Tax Returns required to be filed by the Master Servicer pursuant to Section 3.09(g)). The expenses of preparing and filing
such returns shall be borne by the Tax Administrator without any right of reimbursement therefor.


 


(d)       The
Tax Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that are the responsibility
of such REMIC Pool under the Code, the REMIC Provisions or other compliance guidance issued by the IRS or any state or local taxing
authority. Included among such duties, the Tax Administrator shall provide: (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 a Class R Certificate to any Person who
is not a Permitted Transferee; (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 as required); and (iii) to the IRS, the name, title, address and telephone number of the Person who will serve as the
representative of each REMIC Pool.


 


(e)       The
Trustee and the Tax Administrator shall take such action and shall cause each REMIC Pool to take such action as shall be necessary
to create or maintain the status thereof as a REMIC under the REMIC Provisions (and the other parties hereto shall assist them,
to the extent reasonably requested by the Trustee or the Tax Administrator), to the extent that the Trustee or the Tax Administrator,
as applicable, has actual knowledge that any particular action is required; provided that the Trustee and the Tax Administrator
shall be deemed to have knowledge of relevant tax laws. The Trustee or the Tax Administrator, as applicable, shall not knowingly
take or fail to take any action, or cause any REMIC Pool to take or fail to take any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could result in an Adverse REMIC Event in respect of any REMIC Pool, unless the Trustee
or the Tax Administrator, as applicable, has received an Opinion of Counsel to the effect that the


 



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contemplated action or non-action,
as the case may be, will not result in an Adverse REMIC Event. None of the other parties hereto shall take or fail to take any
action (whether or not authorized hereunder) as to which the Trustee or the Tax Administrator, as applicable, 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.
In addition, prior to taking any action with respect to any REMIC Pool or the assets thereof, or causing any REMIC Pool to take
any action, which is not contemplated by the terms of this Agreement, each of the other parties hereto will consult with the Tax
Administrator, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur, and no such other party
shall take any such action or cause any REMIC Pool to take any such action as to which the Tax Administrator has advised it in
writing that an Adverse REMIC Event could occur. The Tax 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 permitted by this Agreement (and in no event by the
Trust Fund or the Tax Administrator).


 


(f)        If
any tax is imposed on any REMIC Pool, including “prohibited transactions” taxes as defined in Section 860F(a)(2) of
the Code, any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, any taxes on
contributions to any REMIC Pool after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the
Code or any applicable provisions of state or local tax laws (other than any tax permitted to be incurred by the Special Servicer
pursuant to Section 3.17(a)), then such tax, together with all incidental costs and expenses (including penalties and reasonable
attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of
any of its obligations under Article IV, Article VIII or this Section 10.01 (which breach constitutes negligence,
bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the
Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.01 (which
breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results
from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.01
(which breach constitutes negligence, bad faith or willful misconduct); (iv) the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.01(which
breach constitutes negligence, bad faith or willful misconduct); (v) the Special Servicer, if such tax arises out of or results
from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.01(which breach
constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Consistent
with the foregoing, any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged
to and paid by the Trust. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts
on deposit in the Distribution Account.


 


(g)       The
Tax Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC Pool on a calendar
year and an accrual basis.


 


(h)       Following
the Startup Day for each REMIC Pool, the Trustee shall not (except as contemplated by Section 2.03) accept any contributions
of assets to any REMIC Pool unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause such
contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the inclusion of such assets in
such REMIC Pool will not result in an Adverse REMIC Event in respect of such REMIC Pool.


 


(i)        None
of the Master Servicer, the Special Servicer or the Trustee shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any Mortgage Loan (except in connection with (A) a Breach or Document Defect regarding
any Mortgage Loan, (B) the


 



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foreclosure, default or reasonably foreseeable material default of a Mortgage Loan, including the sale
or other disposition of a Mortgaged Property acquired by foreclosure, deed in lieu of foreclosure or otherwise, (C) the bankruptcy
of any REMIC Pool, or (D) the termination of the Trust pursuant to Article IX of this Agreement); (ii) the sale or disposition
of any investments in any Investment Account for gain; or (iii) the acquisition of any assets for the Trust (other than a Mortgaged
Property acquired through foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted Mortgage Loan, other
than a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan and other than Permitted Investments acquired in connection
with the investment of funds in an Account or an interest in a single member limited liability company, as provided in Section
3.16); in any event unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition,
or acquisition and in no event at the expense of the Trust Fund or the Trustee) to the effect that such sale, disposition, or acquisition
will not result in an Adverse REMIC Event in respect of any REMIC Pool.


 


(j)        Except
as otherwise permitted by Section 3.17(a), none of the Master Servicer, the Special Servicer or the Trustee shall enter
into any arrangement by which any REMIC Pool will receive a fee or other compensation for services or, to the extent it is within
the control of such Person, permit any REMIC Pool 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.
At all times as may be required by the Code, each of the respective parties hereto (to the extent it is within its control) shall
take necessary actions within the scope of its responsibilities as more specifically set forth in this Agreement such that it does
not cause substantially all of the assets of each REMIC Pool to fail to consist of “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.


 


(k)       Within
thirty (30) days after the related Startup Day, the Tax Administrator shall obtain an identification number by filing IRS Form
SS-4 with the IRS for each REMIC Pool and prepare and file with the IRS, with respect to each REMIC Pool, IRS Form 8811 “Information
Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations”, which shall
designate an appropriate Person to respond to inquiries by or on behalf of Certificateholders regarding tax information.


 


(l)         The
Tax Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221 (or successor provision)
to each REMIC Pool and (ii) to avoid payment by any REMIC Pool under Section 6225 of any tax, penalty, interest or other amount
imposed under the Code that would otherwise be imposed on any holder of any residual interest of any REMIC Pool, past or present.
Every holder of a Class R Certificate agrees, by acquiring such Class R Certificate, to all such elections.


 


(m)       The
Tax Administrator shall be designated as the “representative” of each REMIC Pool within the meaning of Section 6223
of the Code, to the extent such provision is applicable to such REMIC Pool. By their acceptance thereof, the holders of the Class
R Certificates hereby agree to irrevocably designate the Tax Administrator as the “representative” for the REMIC Pools.”


 


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, nominees, custodians
or attorneys. The Trustee shall not


 



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be relieved of any of its duties or obligations under this Article X by virtue of the
appointment of any such agents, nominees, custodians 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, nominees, custodians 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, nominees, custodians or attorneys.


 





	 	SECTION 10.03.	The Depositor,
the Master Servicer and the Special Servicer to Cooperate with the Tax Administrator.


   


(a)        The
Depositor shall provide or cause to be provided to the Tax Administrator, within ten (10) days after the Closing Date, all information
or data that the Tax Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices
of the Certificates, including the price, yield, prepayment assumption and projected cash flow of the Certificates.


 


(b)       Each
of the Master Servicer and the Special Servicer shall furnish such reports, certifications and information in its possession, and
access to such books and records maintained thereby, as may relate to the Certificates or the Trust Fund and as shall be reasonably
requested by the Tax Administrator in order to enable it to perform its duties under this Article X.


 


SECTION 10.04.          Grantor Trust.


 


(a)       The
Class Make-Whole Amounts, if any, payable with respect to the Class A-1, Class X, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-S and Class B Certificates, will not be considered the assets of any REMIC and will not be considered as paid to or from any
REMIC. The Tax Administrator will treat entitlements to such amounts as held in the “Grantor Trust” for the
benefit of the holders of the certificates to whom such amounts become payable and such amounts will considered as paid to the
Grantor Trust for distribution to such beneficiaries.


 


(b)       The
Grantor Trust is intended to be classified as a “trust” under Section 301.7701-4 of the Income Tax Regulations. The
holders of the Certificates are intended to be treated as the owners under Section 671 of the Code of the particular Make-Whole
Amounts that correspond to their Certificates.


 


(c)       Under
no circumstances may the assets of the Grantor Trust be varied so as to take advantage of variations in the market so as to improve
the rate of return of Holders of the Certificates.


 


(d)       
The assets of the Grantor Trust shall be deemed to hold and accounted for separate and apart from the assets of REMIC I, REMIC
II and REMIC III created hereunder.


 


(e)       The
Grantor Trust is a WHFIT that is a WHMT.


 


SECTION 10.05.          Grantor Trust
Reporting Requirements.


 


(a)       The
Tax Administrator will report as required under the WHFIT Regulations to the extent such information that is reasonably necessary
to enable the Tax Administrator to do so, and that


 



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is not already in its possession, is provided to the Tax Administrator on a
timely basis. The Tax Administrator is hereby directed to assume that Depository is the only “middleman” as defined
by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen”
that are Certificateholders. The Tax Administrator shall be entitled to rely on the first (1st) sentence of this paragraph
and shall be entitled to indemnification in accordance with the terms of this Agreement if the Internal Revenue Service makes a
determination that the first (1st) sentence of this paragraph is incorrect.


 


(b)       The
Tax Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations specifically require a different method. The Tax Administrator shall be under no obligation to
determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator shall make available WHFIT information
to Certificateholders annually. In addition, the Tax Administrator shall not be responsible or liable for providing subsequently
amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(c)       The
Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not already in its possession being
provided to the Tax Administrator, or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator.
Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance
of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding
any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding
any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor,
the Tax Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)       To
the extent required by the WHFIT Regulations, the Tax Administrator shall use reasonable efforts to publish on an appropriate website
the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs.
The Tax Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have
been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP.
The Tax Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


 


ARTICLE XI



MISCELLANEOUS PROVISIONS


 


SECTION 11.01.          Amendment.


 


(a)       This
Agreement may be amended from time to time by the mutual agreement of the parties hereto, without the consent of any of the Certificateholders,
any of the Companion Loan Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision herein which
may be inconsistent with any other provision herein or to correct any error, (iii) to conform this Agreement to the Offering Circular,
(iv) to make any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the
then existing provisions hereof, (v) as evidenced by an


 



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Opinion of Counsel delivered to the Trustee, the Master Servicer and the
Special Servicer, to relax or eliminate (A) any requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or eliminated) or (B) any transfer restriction imposed on
the Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable law is amended or clarified such that
any such restriction may be relaxed or eliminated), (vi) as evidenced by an Opinion of Counsel delivered to the Trustee, either
(X) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation,
revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws
or any such proposed action which, if made effective, would apply retroactively to any REMIC Pool at least from the effective date
of such amendment, or (Y) to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would
arise from any actions taken with respect to the operation of any REMIC Pool, (vii) subject to Section 5.02(d)(iv), to modify,
add to or eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii), (viii) to avoid an Adverse Rating
Event with respect to any Class of Rated Certificates; or (ix) for the purpose of amending the duties and procedures by which the
Rule 17g-5 Information Provider is bound; provided that: (1) any such amendment for the specific purposes described in clause
(iii), (iv) or (vii) above shall not adversely affect in any material respect the interests of any Certificateholder
or any third-party beneficiary of this Agreement or of any provision hereof, as evidenced by the Trustee’s and Certificate
Administrator’s receipt of an Opinion of Counsel to that effect or, with respect to any such amendment for the specific purposes
described in clause (iii) above, the Trustee and the Certificate Administrator shall receive a Rating Agency Confirmation;
and (2) no such amendment may adversely affect any Serviced Companion Loan Holder related to any Serviced Loan Combination then
serviced and administered under this Agreement without the written consent of such Serviced Companion Loan Holder.


 


Subject to Sections
11.01(c) and Section 11.01(g), this Agreement may also be amended as provided in Section 3.28(g).


 


(b)       This
Agreement may also be amended from time to time by the mutual agreement of the parties hereto, with the consent of (1) the Holders
of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates that is materially
affected by the amendment and (2) any Serviced Companion Loan Holders materially affected by the amendment, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates or such Serviced Companion Loan Holder; provided, however, that
no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Certificates without
the consent of each affected Certificateholder, or which are to be distributed to any Serviced Companion Loan Holder without the
consent of such Serviced Companion Loan Holder, (ii) reduce the aforesaid percentage of the Voting Rights which are required to
consent to any such amendment, without the consent of all the holders of each Class of Certificates affected thereby, (iii) adversely
affect the status of any REMIC Pool as a REMIC under the Code, without the consent of 100% of the Certificateholders, (iv) amend
this Section 11.01 without the consent of all the Holders of all Certificates of the Class(es) affected thereby and the
consent of any Serviced Companion Loan Holder if affected thereby, (v) otherwise materially adversely affect any Class of Certificateholders
without the consent of all of the Certificateholders of that Class, or (vi) materially adversely affect the holder of any Serviced
Companion Loan without the consent of such holder. The Trustee shall not agree to amend the Mortgage Loan Purchase Agreement or
the Mortgage Loan Purchase Agreement Partial Guaranty in any manner that would adversely affect in any material respect the interests
of the Holders of any Class of Certificates, except with the consent of the Holders of all Certificates of such Class. Notwithstanding
any other provision of this Agreement, for


 



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purposes of the giving or withholding of consents pursuant to this Section 11.01,
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 the matters described above as they would if registered in the name of any other Person.


 


(c)       Notwithstanding
any contrary provision of this Agreement, none of the Certificate Administrator, the Trustee, the Master Servicer or the Special
Servicer shall consent to any amendment to this Agreement unless it shall first have obtained or been furnished with an Opinion
of Counsel to the effect that (i) neither such amendment nor the exercise of any power granted to any party hereto in accordance
with such amendment will result in an Adverse REMIC Event with respect to any REMIC Pool and (ii) such amendment is authorized
or permitted hereunder and all conditions precedent to such amendment have been met.


 


(d)       At
least two (2) Business Days prior to execution of any amendment by all parties hereto, the Certificate Administrator shall notify
the Rule 17g-5 Information Provider, who shall promptly post a copy of such proposed amendment to the Rule 17g-5 Information Provider’s
Website. Promptly after the execution and delivery of any amendment by all parties thereto, the Certificate Administrator shall
deliver a copy thereof to each Certificateholder and any Serviced Companion Loan Holder and shall notify the Rule 17g-5 Information
Provider, who shall promptly post a copy of such amendment to the Rule 17g-5 Information Provider’s Website.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 11.01 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, execution and delivery thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.


 


(f)        The
Trustee and the Certificate Administrator each may but shall not be obligated to enter into any amendment pursuant to this Section
11.01 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 11.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Certificate Administrator
or the Trustee requests any amendment of this Agreement that it reasonably believes protects or is in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section
11.01(a) or (c) shall be payable out of the Distribution Account as an Additional Trust Fund Expense; provided,
however, if such amendment is requested by any other party for the benefit of Certificateholders as evidenced by an Officer’s
Certificate to such effect delivered by such requesting party, the expense of any related Opinion of Counsel shall be an expense
of the Trust.


 


SECTION 11.02.          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 Trustee at
the expense of the Trust (payable out of the Distribution Account), but only if (i) the Master Servicer or Special Servicer, as
applicable, determines in its reasonable good faith judgment, that such recordation


 



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materially and beneficially affects the interests
of the Certificateholders and so informs the Trustee in writing and (ii) prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder consents.


 


(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.


 


SECTION 11.03.          Limitation
on Rights of Certificateholders.


 


(a)       The
death or incapacity of any Certificateholder or Companion Loan Holder shall not operate to terminate this Agreement or the Trust,
nor entitle such Certificateholder’s or Companion Loan Holder’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 or Companion Loan Holder shall have any right to vote (except as expressly provided for herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders and/or
Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Companion
Loan Holder 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 or Companion Loan Holder shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law against any party hereto upon or under or with respect to this Agreement, or any Borrower
upon or under or with respect to any Mortgage Loan, unless such Person previously shall have given to the Trustee a written notice
of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (except in the case of a default
by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights (in the case of a Certificateholder)
or the related Companion Loan Holder, as the case may be, 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 reasonable indemnity 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 indemnity, shall have neglected or refused to institute any such action, suit
or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder
and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision
of this Agreement to affect, disturb or prejudice the rights of any other Holders of 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, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 






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SECTION 11.04.          Governing
Law.


 


THIS AGREEMENT AND THE
CERTIFICATES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT OR THE CERTIFICATES,
THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.


 


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 11.05.          Notices.


 


Any communications provided
for or permitted hereunder shall be in writing (including by telecopy) and, unless otherwise expressly provided herein, shall be
deemed to have been duly given when delivered to or, in the case of telecopy notice, when received: (i) in the case of the Depositor,
LStar Depositor, LLC, 2711 N. Haskell Avenue, Suite 1700, Dallas, Texas 75204, Attention: General Counsel/LStar Depositor, facsimile:
(214) 754-8401; (ii) in the case of the Master Servicer, Wells Fargo Bank, National Association, Commercial Mortgage Servicing,
1901 Harrison Street, Oakland, California 94612, Attention: LSTAR 2017-5 Asset Manager, facsimile number: (866) 661-8969, and Wells
Fargo Bank, National Association, Commercial Mortgage Servicing, Three Wells Fargo, 401 S. Tryon Street, 8th Floor,
MAC D1050-084, Charlotte, North Carolina 28202, Attention: LSTAR 2017-5, facsimile number: (704) 715-0036, email: commercial.servicing@wellsfargo.com,
with a copy to Wells Fargo Bank, National Association, Legal Department, 301 S. College St., TW-30, Charlotte, North Carolina 28288-0630,
Attention: Commercial Mortgage Servicing Legal Support, Reference: LSTAR 2017-5, with a copy to: K&L Gates LLP, Hearst Tower,
47th Floor, 214 North Tryon Street, Charlotte, North Carolina 28202, Attention: Stacy G. Ackermann, facsimile: (704) 353-3190;
(iii) in the case of the Special Servicer, Hudson Americas L.P., 2711 N. Haskell Avenue, Suite 1800, Dallas, Texas 75204, Attention:
General Counsel/Hudson Americas, facsimile: (214) 754-8401; (iv) in the case of the Certificate Registrar and Tax Administrator,
Wells Fargo Bank, National Association, 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota
55479-0113; (v) in the case of the Custodian, Wells Fargo Bank, National Association, 1055 10th Avenue SE, Minneapolis,
Minnesota 55414, Attention: Document


 



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Custody Group – LSTAR 2017-5; (vi) in the case of the Certificate Administrator, Wells
Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services, LSTAR
Commercial Mortgage Trust 2017-5, email: trustadministrationgroup@wellsfargo.com; (vii) in the case of the Trustee, Wilmington
Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention: LSTAR 2017-5;
(viii) in the case of the Mortgage Loan Seller, the address for notices to the Mortgage Loan Seller under the Mortgage Loan Purchase
Agreement; (ix) in the case of the Initial Directing Certificateholder, LBH, 2711 N. Haskell Avenue, Suite 1700, Dallas, Texas
75204, Attention: General Counsel/LBH, facsimile: (214) 754-8401; or as to each such Person such other address and/or facsimile
number 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 party required to
deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written notice
of the events or information specified in Section 8.12(c) to the Rating Agencies at the address listed below, promptly following
the occurrence thereof; provided, however, that such notice or other information is first provided to the Rule 17g-5
Information Provider in accordance with the procedures set forth in Section 8.12. In addition, the Trustee shall deliver
copies of any documents required to be delivered to the Rating Agencies under this Agreement to the Rating Agencies at the time
such documents are required to be delivered pursuant to this Agreement. The Master Servicer or the Special Servicer, as applicable,
and Trustee also shall furnish such other information regarding the Trust Fund 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 Rule 17g-5 Information Provider in accordance with the procedures set forth
in Section 8.12; provided, further, that the Rule 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 Servicing 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: (A) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New
York 10007, Attention: Commercial Mortgage Surveillance Group, e-mail address: cmbssurveillance@moodys.com, (B) Fitch Ratings,
Inc., 33 Whitehall Street, New York, New York 10004, Attention: CMBS Surveillance, e-mail address: info.cmbs@fitchratings.com,
and (C) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York 10022, Attention: CMBS Surveillance, facsimile:
(646) 731-2395; or as to each such Person such other address and/or telecopy number as may hereafter be furnished by such Person
to the parties hereto in writing. Delivery of notices and information to the Rating Agencies shall be subject to strict compliance
with Section 3.28.


 


For purposes of any communication
hereunder, the party delivering the communication shall be entitled to rely on the notice address set forth in or established under
the preceding paragraphs of this Section 11.05.


 


SECTION 11.06.          Communications
by Electronic Mail.


 


Each communication that
is expressly permitted or required hereunder to be sent, forwarded or delivered by means of electronic mail shall be so sent, forwarded
or delivered to: (i) in the


 



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case of the Certificate Administrator, (a) for purposes of Article X, trustadministrationgroup@wellsfargo.com,
(b) for purposes of the Class Q Clean-Up Call Notice, cts.cmbs.bond.admin@wellsfargo.com, and (c) for all other purposes, cts.cmbs.bond.admin@wellsfargo.com;
(ii) in the case of the Rule 17g-5 Information Provider, 17g5InformationProvider@wellsfargo.com; (iii) in the case of the Master
Servicer, commercial.servicing@wellsfargo.com (or, (A) with respect to requests for rating agency information, RAInvRequests@wellsfargo.com,
or (B) with respect to the Investor Q&A Forum, REAM_InvestorRelations@wellsfargo.com); (iv) in the case of the Special Servicer,
LSTAR4@hudson-advisors.com; (v) in the case of the Trustee, cmbstrustee@wilmingtontrust.com; and (vi) in the case of each other
party hereto and the Initial Majority Controlling Class Certificateholder, the address set forth in the Notice of Electronic Addresses
dated the Closing Date and executed by all such parties; or, as to each such Person, such other electronic mail address as may
hereafter be furnished by such Person to the other parties hereto and to the Initial Majority Controlling Class Certificateholder
in a written notice delivered in accordance with Section 11.05. For purposes of such a communication, the party sending,
forwarding or delivering such a communication shall be entitled to rely on the electronic mail address set forth in or established
pursuant to the preceding sentence. This Section shall not be construed to modify Section 11.05, nor to authorize, permit
or make binding any communication that is not expressly permitted or required hereunder to be sent, forwarded or delivered by means
of electronic mail.


 


SECTION 11.07.          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 covenant(s),
agreement(s), provision(s) or term(s) 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 11.08.          Successors
and Assigns; Beneficiaries.


 


The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns and, as
express third party beneficiaries (with all right to enforce the obligations hereunder intended for their benefit as if a party
hereto), the Sub-Servicers, the Placement Agents, any Other Depositors and the non-parties referred to in Sections 6.03
and 8.05 and all such provisions shall inure to the benefit of the Certificateholders. The Serviced Companion Loan Holders
and the Directing Certificateholder (other than any Serviced Companion Loan Holder or Directing Certificateholder that is same
Person as or an Affiliate of the related Borrower) and any designees thereof acting on behalf of or exercising the rights of such
Serviced Companion Loan Holders or Directing Certificateholder shall be third-party beneficiaries to this Agreement with respect
to their rights as specifically provided for herein. In addition, each Non-Serviced Master Servicer, Non-Serviced Special Servicer,
Other Master Servicer, Other Special Servicer, Other Trustee and Serviced Loan Combination Special Servicer is an intended third
party beneficiary under this Agreement with respect to any provision herein expressly relating to compensation, reimbursement or
indemnification of such Non-Serviced Master Servicer, Other Master Servicer, Other Special Servicer, Other Trustee or Serviced
Loan Combination Special Servicer and the provisions regarding the coordination of Advances and any other rights afforded such
party hereunder.


 






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SECTION 11.09.          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 11.10.          Notices to
Directing Certificateholder.


 


The Trustee, the Master
Servicer and the Special Servicer shall each deliver to the Directing Certificateholder (other than with respect to a Conflicted
Loan) a copy of each notice or other item of information such Person is required to deliver to the Rating Agencies pursuant to
Section 8.12, in each case at approximately the same time with the delivery thereof to the Rating Agencies, to the extent
not already delivered to the Directing Certificateholder pursuant to this Agreement.


 


SECTION 11.11.          Complete
Agreement.


 


This Agreement embodies
the complete agreement among the parties and may not be varied or terminated except by a written agreement conforming to the provisions
of Section 11.01. All prior negotiations or representations of the parties are merged into this Agreement and shall have
no force or effect unless expressly stated herein.


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 


 



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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.


	 	 	 
	 	LSTAR DEPOSITOR, LLC Depositor
	 	 
	 	By:	/s/ Monica Knake
	 	Name:	Monica Knake
	 	Title:	Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer
	 	 
	 	By:	/s/ MaryKate Walker
	 	Name:	MaryKate Walker
	 	Title:	Vice President
	 	 	 
	 	HUDSON AMERICAS L.P. Special Servicer
	 	 
	 	By:	/s/ Marc L. Lipshy
	 	Name:	Marc L. Lipshy
	 	Title:	Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION Certificate Administrator, Tax Administrator and Custodian
	 	 
	 	By:	/s/ Michael J. Baker
	 	Name:	Michael J. Baker
	 	Title:	Vice President
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee
	 	 
	 	By:	/s/ Dorri Costello
	 	Name:	Dorri Costello
	 	Title:	Vice President


 


LSTAR 2017-5 – Pooling and Servicing Agreement


 






     


     


    

 





	STATE OF TEXAS	)
	 	) ss.:
	COUNTY OF DALLAS	)


 


On the 20th
day of March 2017, before me, a notary public in and for said State, personally appeared MONICA KNAKE, personally known to me to
be a VP of LSTAR DEPOSITOR, LLC, one of the entities that executed the within instrument, and also known to me to be the person
who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.’


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Jonnie L. Callahan
	 	Notary Public



 


	 
	[Notarial Seal]
	Jonnie L. Callahan 


Notary Public, State of Texas 


Commission # 00819839-0 


Expires: 12/31/2018




  


LSTAR 2017-5 – Pooling and
Servicing Agreement


 






     


     


    

 


 


	STATE OF NORTH CAROLINA	)
	 	): ss.
	COUNTY OF MECKLENBURG	)


 


On this 20 day of March, 2017,
personally appeared before me MaryKate Walker, to me known (or proved to me on the basis of satisfactory evidence) to be a
Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said
instrument, and that by his signature on the instrument the entity upon behalf of which he acted, executed the
instrument.


 


	 	/s/ Erica L. Smith
	 	Notary
	 	Name:


 


My Commission expires:


 


ERICA L. SMITH





NOTARY PUBLIC





Gaston County





North Carolina





My Commission Expires 7/15/2017


 


LSTAR 2017-5 – Pooling and Servicing
Agreement


 






     


     


    

 


	STATE OF TEXAS	)
	 	) ss.:
	COUNTY OF DALLAS	)


 


On the 20th day
of March 2017, before me, a notary public in and for said State, personally appeared MARC L. LIPSHY personally known to me to be
a VP of HUDSON AMERICAS L.P., one of the entities that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Jonnie L. Callahan
	 	Notary Public


 


[Notarial Seal]


 


Jonnie L. Callahan 


Notary Public, State of Texas 


Commission #
00819839-0 


Expires: 12/31/2018


 


LSTAR 2017-5 – Pooling and
Servicing Agreement


 






     


     


    

 


	STATE OF Maryland	)
	 	) ss.:
	COUNTY OF Howard	)


 


On the 20 day of March
2017, before me, a notary public in and for said State, personally appeared Michael J. Baker, personally known to me to be a VP
of Wells Fargo Bank, NA, one of the entities that executed the within instrument, and also known to me to be the person who executed
it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Amy Martin
	 	Notary Public


 


[Notarial Seal]


 


AMY MARTIN





Notary Public - Maryland





Anne Arundel County





My Commission Expires on





February 22, 2021


 


LSTAR 2017-5  – Pooling and
Servicing Agreement


 






     


     


    




 


	STATE OF DELAWARE	)
	 	) ss.:
	COUNTY OF NEWCASTLE	)


 


On the 20th day of March
2017, before me, a notary public in and for said State, personally appeared Dorri Costello, personally known to me to be a Vice
President of Wilmington Trust Company, one of the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Christina Bader
	 	Notary Public


 


[Notarial Seal]


 


CHRISTINA BADER





NOTARY PUBLIC





STATE OF DELAWARE





My COMMISSION EXPIRES





MARCH 22,
2020


 


LSTAR 2017-5 – Pooling and
Servicing Agreement


 






     


     


    

 







 








 





EXHIBIT
A-1



FORM OF CLASS A-1, A-2, A-3, A-4, A-5, A-S, B, C, D, E, F, G and X CERTIFICATES


 


CLASS
[     ] COMMERCIAL MORTGAGE PASS-THROUGH

CERTIFICATE, SERIES 2017-5


 


This
is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued in
multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership interest
in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans or
interests therein (the “Mortgage Loans”), such pool being formed and sold by


 


LSTAR
DEPOSITOR, LLC


 


	Pass-Through
    Rate:  [____% per annum][Variable]	Class
                           [Principal Balance] [Notional Amount] of the Class [  ] Certificates as of the Closing
                           Date: $__________]

      
	 	 
	Closing Date:  March
    31, 2017	Initial
        Certificate [Principal Balance] [Notional Amount] of this Certificate as of the Closing Date: $__________

        
	 	 
	First Distribution Date:

    April 12, 2017	Aggregate Cut-off Date
    Principal Balance of the Original Mortgage Loans as of the Cut-off Date (“Cut-off Date Pool Balance”):  $758,768,227
	 	 
	Master Servicer:

    Wells Fargo Bank, National Association	Certificate Administrator,
    Tax Administrator and Custodian:

    Wells Fargo Bank, National Association
	 	 
	Special Servicer:

    Hudson Americas L.P.	Trustee:

    Wilmington Trust, National Association
	 	 
	CUSIP No.:

    ISIN No.:  ________________	Certificate No. [  ]
    -___



 



    A-1-1


     


    

 


[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 ADMINISTRATOR OR ANY AGENT THEREOF 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.]


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “TAX CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE
FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN LSTAR DEPOSITOR, LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, HUDSON
AMERICAS L.P., WILMINGTON TRUST, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY
OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES ONE OR MORE “REGULAR INTERESTS” IN A “REAL
ESTATE


 






    A-1-2


     


    

 


MORTGAGE
INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.


 


[FOR
SUBORDINATE CERTIFICATES][THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 


[FOR
PRINCIPAL BALANCE CERTIFICATES][THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.]


 


[FOR
CLASS X CERTIFICATES][THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR
REGULATION S GLOBAL CERTIFICATES][PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (a) the
commencement of the offering of THIS Certificate TO PERSONS OTHER THAN DISTRIBUTORS in reliance on Regulation S UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED.]


 


This
certifies that [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.][FOR DEFINITIVE CERTIFICATES: [         ]]
is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the [principal balance][notional
amount] of this Certificate (its “Certificate [Principal Balance][Notional Amount]”) as of the Closing Date by the
aggregate [principal balance][notional amount] of all the Class [  ] Certificates (their “Class [Principal
Balance][Notional Amount]”) as of the Closing Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Class [  ] Certificates. The Trust Fund was created and the Certificates were issued pursuant to the
Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), between LStar Depositor, LLC, as depositor
(the “Depositor,” which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer,” which term includes any successor entity under the Agreement),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator,”
which term includes any successor entity under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,”
which term includes any successor entity under the Agreement), and as custodian (in such capacity, the “Custodian,”
which term includes any successor entity under the Agreement), Wilmington Trust, National Association, as trustee (the “Trustee,”
which term includes any successor entity under the Agreement), and Hudson Americas L.P., as special servicer (in such capacity,
the “Special Servicer,” which term includes any successor entity


 






    A-1-3


     


    

 


under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound. In the event that there is any conflict between any provision of this Certificate and any provision
of the Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on the fourth
Business Day following the 6th day of each month or, if such 6th day is not a Business Day, the fourth Business Day following
the Business Day immediately following such 6th day (the “Distribution Date”), to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution
(the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and
the amount required to be distributed to all the Holders of the Class [  ] Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on this Certificate will be made by the Certificate
Administrator by wire transfer of immediately available funds to the account of the Person entitled thereto 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 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 the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate
[FOR PRINCIPAL BALANCE CERTIFICATES][(determined without regard to any possible future reimbursement of any portion of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)] will be made in like manner, but only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
the Holder hereof of such final distribution.


 


The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account,
the Collection Accounts, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Account, the REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account (if any), the Serviced A/B
Loan Combination Custodial Account(s) (if any) and any other accounts established pursuant to the Agreement may be made from time
to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest
on such advances and expenses.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: CLASS A-1, A-2, A-3, A-4, A-5, A-S, B, C, D, E, F AND G][Any distribution to the Holder of this
Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this


 






    A-1-4


     


    

 


Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.]


 


This
Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


No
transfer, sale, pledge or other disposition of this Certificate or any interest herein shall be made unless that transfer, sale,
pledge, hypothecation or other form of assignment (a “Transfer”) is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities laws of any state, or is otherwise made in accordance with the
Securities Act and such other securities laws. If a Transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances specified in the Agreement) the Certificate Registrar shall refuse to register
such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit C-1A or as Exhibit C-2A
to the Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached
either as Exhibit C-1B or as Exhibit C-2B to the Agreement, or (ii) an Opinion of Counsel satisfactory
to the Certificate Administrator to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer
may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the
Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as
to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s
prospective Transferee on which such Opinion of Counsel is based.


 


If
this Certificate constitutes a Rule 144A Global Certificate and a transfer of any interest in this Certificate is to be made
without registration under the Securities Act (except under limited circumstances specified in the Agreement), then (A) the Certificate
Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s
prospective Transferee substantially in the form attached as Exhibit C-2B to the Agreement, or (ii) an Opinion
of Counsel to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without
registration under the Securities Act or (B) the Transferee of such interest in the Rule 144A Global Certificate for any Class
of Book-Entry Certificates shall be deemed to have represented and warranted that all the certifications set forth in Exhibit
C-2B hereto, with respect to the subject Transfer, are true and correct. Except as discussed below or under such other limited
circumstances as are provided in the Agreement, if this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person who takes delivery in the form of an interest in anything other than a Rule 144A
Global Certificate. Notwithstanding anything to the contrary contained herein, the Regular Certificates issued to Institutional
Accredited Investors on the Closing Date may be issued in global form on a Rule 144A Global Certificate upon delivery to the Certificate
Administrator of an executed certificate substantially in the form of Exhibit C-1B to the Agreement.


 



    A-1-5


     


    

 


Except
under such limited circumstances as are provided in the Agreement, if this Certificate constitutes a Regulation S Global
Certificate, then beneficial interests in this Certificate shall not be transferred to any Person other than a non-United States
Securities Person who takes delivery in the form of a beneficial interest in this Regulation S Global Certificate. If the
transfer occurs on or prior to the Release Date, then the Certificate Owner desiring to effect such Transfer shall be required
to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form attached
as Exhibit C-3B to the Agreement. On or prior to the Release Date, beneficial interests in any Regulation S Global
Certificate may be held only through Euroclear or Clearstream. After the Release Date, beneficial interests in any Regulation S
Global Certificate may be held through Euroclear, Clearstream or any other direct account holder at DTC.


 


None
of the Depositor, the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer,
the Tax Administrator, the Custodian or the Certificate Registrar is obligated to register or qualify the Class [  ]
Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement
to permit the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or any interest herein shall, and does hereby agree to,
indemnify the Depositor, the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer,
the Tax Administrator, the Custodian and the Certificate Registrar against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws or the provisions described above.


 


[FOR
BOOK-ENTRY CERTIFICATES][The Global Certificates shall be deposited with the Certificate Administrator as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository.]


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other benefit plans
and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject
to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person who is directly
or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets
of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law,
or would result in the imposition of an excise tax under Section 4975 of the Code. Except in limited circumstances, the Certificate
Registrar shall refuse to register the transfer of this Certificate (and, if applicable, any Certificate Owner shall refuse to
transfer an interest in this Certificate), unless it has received from the prospective Transferee (i) a certification to
the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect
that the purchase and holding of this Certificate or interest by such prospective Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited transactions imposed
under Section 4975 (a) and (b) of the Code, by


 






    A-1-6


     


    

 


reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60 or in the case of a Plan subject to Similar Law does not result in a non-exempt violation of Similar Law;
or (iii) if this Certificate is investment grade rated and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 96-22 or 91-23, a certification to the effect that such Plan (X) is an
“accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (Z) agrees that
it will obtain from each of its Transferees a written certification described in clause (i) above, a written certification
described in clause (ii) above or a written representation that such Transferee satisfies the requirements of the immediately
preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of
its Transferees a similar written certification or representation; or (iv) a certification of facts and an Opinion of Counsel
(upon which the Trustee and the Certificate Administrator may conclusively rely) which establish that such Transfer will not result
in a violation of Section 406 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or result
in the imposition of an excise tax under Section 4975 of the Code and will not subject the Trustee, the Depositor, the Certificate
Administrator, the Master Servicer, the Special Servicer or a Sub-Servicer to any obligation in addition to those undertaken in
the Agreement.


 


In
addition, each initial Certificateholder further acknowledges and agrees, by its acceptance of its Certificates, that (i) such
Certificateholder is not entitled to rely, and has not relied, on any due diligence or other review of the Trust Fund or its assets
by the Initial Directing Certificateholder or the Initial Majority Controlling Class Certificateholder, or any Affiliate, director,
officer, shareholder, member, partner, agent or principal thereof, in connection with the initial issuance of the Certificates,
and (ii) such Certificateholder waives any cause of action that it may otherwise have against the Initial Directing Certificateholder
or the Initial Majority Controlling Class Certificateholder, or any Affiliate, director, officer, shareholder, member, partner,
agent or principal thereof, based upon or arising from any due diligence or other review of the Trust Fund or its assets by any
such Person.


 


If
any Transferee of a Certificate (including a Definitive Certificate) or any interest therein does not, in connection with the
subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case
of ownership interests in a Book-Entry Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding
paragraph, then such Transferee shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee are
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on
such prohibited transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in the case of such a Certificate
that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in the case of such a Certificate that
is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law does not result in a non-exempt violation
of Similar Law.


 


If
a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver
to the Certificate Registrar (and, if applicable,


 






    A-1-7


     


    

 


to the Certificate Owner) a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm that, it has (i) sole investment discretion
with respect to each such account and (ii) full power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this Certificate.


 


As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee
or transferees.


 


No
service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.


 


[FOR
BOOK-ENTRY CERTIFICATES][Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book-entry facilities of DTC, and accordingly, this Certificate shall constitute a Book-Entry Certificate.]


 


The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian,
the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Tax Administrator, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Custodian, the Certificate Registrar or any such agent shall
be affected by notice to the contrary.


 


Subject
to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by the Master Servicer, the Special Servicer or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders, at a price determined as provided in the Agreement, of all the Mortgage Loans and each
REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust
Fund in such REO Property) remaining in the Trust Fund; (iii) the exchange by the Sole Certificateholder(s) of each of the
Class E, Class F and Class G Certificates with Certificate Principal Balances greater than zero


 






    A-1-8


     


    

 


for all Mortgage Loans and each
REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust
Fund in such REO Property) remaining in the Trust Fund; and (iv) following the earlier of (x) the Distribution Date in January
2020 and (y) the Distribution Date on which the total outstanding principal balance of the Mortgage Loans has been reduced to
65% or less of the aggregate cut-off date principal balance of the Mortgage Loans, the holder of the Class Q Certificate purchases
all of the Mortgage Loans and REO Properties remaining in the Trust Fund. The Agreement permits, but does not require, the Master
Servicer, the Special Servicer or any single Controlling Class Certificateholder or group of Controlling Class Certificateholders
to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any
Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining therein. The exercise of
such right may effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off Date Pool Balance.


 


The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement
with the consent of the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to all of the
Classes materially affected by the amendment and, if materially affected by the amendment, any Serviced Companion Loan Holder.
Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders
of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.


 


Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.


 


The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


 


This
Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made
and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined
in accordance with such laws.


 



    A-1-9


     


    

 


IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	 	WELLS
                           FARGO BANK, NATIONAL ASSOCIATION

                           not in its individual capacity but solely as Certificate Registrar


	 	 	 
	 	By:
        
	 
	 	 	Authorized
        Representative








 



CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class [    ] Certificates referred to in the within-mentioned Agreement.


 


Dated:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
 not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:
        
	 
	 	 
	 	Authorized Representative








 



    A-1-10


     


    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________ (please print or typewrite name and
address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address:_______________.


 


Dated:








	 	 
	 	Signature by or on behalf of Assignor
	 	 
	 	Signature Guaranteed






 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _________________ for the account of
___________.


 


Distributions
made by check (such check to be made payable to _______________) and all applicable statements and notices should be mailed to ______________________.


 


This
information is provided by __________, the Assignee named above, or ______, as its agent.


 






    A-1-11


     


    

 


[FOR
BOOK-ENTRY CERTIFICATES INSERT THIS SCHEDULE A]


 


SCHEDULE A


 


SCHEDULE
OF EXCHANGES IN GLOBAL SECURITY


 


The
following exchanges of a part of this Global Security have been made:


 


	Date of Exchange	 	Amount
                           of

                           Decrease in Principal

        

        Amount
        of this Global 

Security

        
	 	Amount
    of

    Increase in Principal 

Amount of this 

Global Security	 	Principal
    Amount of 

this Global Security 

following such 

decrease (or increase)	 	Signature
    of 

authorized officer 

of Trustee or 

securities 

custodian
	 	 	 	 	 	 	 	 	 


  



    A-1-12


     


    

 


EXHIBIT
A-2



FORM OF CLASS R CERTIFICATES


 


CLASS
R COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATE, SERIES 2017-5


 


This
is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued in
multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership interest
in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans or
interests therein (the “Mortgage Loans”), such pool being formed and sold by


 


LSTAR
DEPOSITOR, LLC


 


	Closing Date:  March
    31, 2017	Percentage Interest evidenced
    by this Class R Certificate:  ___%
	 	 
	First Distribution Date:

    April 12, 2017	Aggregate Cut-off Date Principal Balance of
    the Original Mortgage Loans as of the Cut-off Date (“Initial Pool Balance”):  $758,768,227
	 	 
	Master Servicer:

    Wells Fargo Bank, National Association	Certificate Administrator, Tax Administrator
    and Custodian:

    Wells Fargo Bank, National Association
	 	 
	Special Servicer:

    Hudson Americas L.P.	Trustee:

    Wilmington Trust, National Association
	 	 
	CUSIP No.: ________________

    ISIN No.:  ________________	Certificate No. R-___



 



    A-2-1


     


    

 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986 (THE “TAX CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL,
STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN LSTAR DEPOSITOR, LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, HUDSON
AMERICAS L.P., WILMINGTON TRUST, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY
OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF THE “RESIDUAL INTEREST” IN MULTIPLE
“REAL ESTATE MORTGAGE INVESTMENT CONDUITS” (EACH A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE TAX CODE. CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF
SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.


 



    A-2-2


     


    

 


This
certifies that __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class R Certificates. The Trust
Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the
“Agreement”), between LStar Depositor, LLC, as depositor (the “Depositor,” which term includes any successor
entity under the Agreement), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer,”
which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator,” which term includes any successor entity under the Agreement),
as tax administrator (in such capacity, the “Tax Administrator,” which term includes any successor entity under the
Agreement), and as custodian (in such capacity, the “Custodian,” which term includes any successor entity under the
Agreement), Wilmington Trust, National Association, as trustee (the “Trustee,” which term includes any successor entity
under the Agreement), and Hudson Americas L.P., as special servicer (in such capacity, the “Special Servicer,” which
term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In the
event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on the fourth
Business Day following the 6th day of each month or, if such 6th day is not a Business Day, the fourth Business Day following
the Business Day immediately following such 6th day (the “Distribution Date”), to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution
(the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and
the amount required to be distributed to all the Holders of the Class R Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on this Certificate will be made by the Certificate Administrator
by wire transfer of immediately available funds to the account of the Person entitled thereto 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 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 the address of such Certificateholder as it
appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate will be made in
like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such
other location specified in the notice to the Holder hereof of such final distribution.


 


The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account,
the


 






    A-2-3


     


    

 


Collection Accounts, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Account, the REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account (if any), the Serviced A/B
Loan Combination Custodial Account(s) (if any) and any other accounts established pursuant to the Agreement may be made from time
to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest
on such advances and expenses.


 


This
Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


No
transfer, sale, pledge or other disposition of this Certificate or any interest herein shall be made unless that transfer, sale,
pledge, hypothecation or other form of assignment (a “Transfer”) is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities laws of any state, or is otherwise made in accordance with the
Securities Act and such other securities laws. If a Transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances specified in the Agreement) the Certificate Registrar shall refuse to register
such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit C-2A to the Agreement and a certificate
from such Certificateholder’s prospective Transferee substantially in the form attached as Exhibit C-2B to the Agreement;
or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee
is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act (which Opinion
of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.


 


None
of the Depositor, the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer,
the Tax Administrator, the Custodian or the Certificate Registrar is obligated to register or qualify the Class R Certificates
under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit
the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the
Depositor, the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax
Administrator, the Custodian and the Certificate Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws or the provisions described above.


 



    A-2-4


     


    

 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other benefit plans
and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject
to ERISA or Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person who is directly
or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets
of a Plan. The Certificate Registrar shall refuse to register the transfer of this Certificate unless it has received from the
prospective Transferee a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.


 


In
addition, each initial Certificateholder further acknowledges and agrees, by its acceptance of its Certificates, that (i) such
Certificateholder is not entitled to rely, and has not relied, on any due diligence or other review of the Trust Fund or its assets
by the Initial Directing Certificateholder or the Initial Majority Controlling Class Certificateholder, or any Affiliate, director,
officer, shareholder, member, partner, agent or principal thereof, in connection with the initial issuance of the Certificates,
and (ii) such Certificateholder waives any cause of action that it may otherwise have against the Initial Directing Certificateholder
or the Initial Majority Controlling Class Certificateholder, or any Affiliate, director, officer, shareholder, member, partner,
agent or principal thereof, based upon or arising from any due diligence or other review of the Trust Fund or its assets by any
such Person.


 


Each
Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by its acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any
purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d),
to have irrevocably authorized the Certificate Administrator (i) to deliver payments to a Person other than such Person and
(ii) to negotiate the terms of any mandatory disposition, to execute all instruments of Transfer and to do all other things
necessary in connection with any such disposition. Each Person holding or acquiring any Ownership Interest in this Certificate
must be a Permitted Transferee and shall promptly notify the Certificate Administrator and the Tax Administrator of any change
or impending change in its status as a Permitted Transferee. In connection with any proposed Transfer of any Ownership Interest
in this Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form attached as Exhibit E-1 to the Agreement
(a “Transfer Affidavit and Agreement”) from the proposed Transferee, representing and warranting, among other things,
that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee,
trustee or agent for any Person that is not a Permitted Transferee. Notwithstanding the delivery of a Transfer Affidavit and Agreement
by a proposed Transferee, if a Responsible Officer of either the Certificate Registrar or the Certificate Administrator has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in this Certificate
to such proposed Transferee shall be effected. In connection therewith, the Certificate Registrar shall not register the transfer
of an Ownership Interest in this Certificate to any entity classified as a partnership under the Code unless at the time of transfer,
all of its beneficial owners are United States Securities Persons.


 



    A-2-5


     


    

 


Each
Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer
its Ownership Interest herein unless it provides to the Certificate Registrar a certificate substantially in the form attached
as Exhibit E-2 to the Agreement stating that, among other things, it has no actual knowledge that such other Person
is not a Permitted Transferee. Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such
Ownership Interest herein, agrees to give the Certificate Administrator and the Tax Administrator written notice that it is a
“pass-through interest holder” within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a “pass-through
interest holder.”


 


If
a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver
to the Certificate Registrar a certification to the effect that, and such other evidence as may be reasonably required by the
Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.


 


The
provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall
have been delivered to the Certificate Administrator and the Tax Administrator the following: (a) a Rating Agency Confirmation
with respect to such modification of, addition to or elimination of such provisions; and (b) an Opinion of Counsel, in form
and substance satisfactory to the Certificate Administrator and the Tax Administrator, to the effect that such modification of,
addition to or elimination of such provisions will not cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee, or cause
a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate
to a Person that is not a Permitted Transferee.


 


A
“Permitted Transferee” is any Transferee other than a “Disqualified Organization”, a “Disqualified
Non-United States Tax Person” or a “Disqualified Partnership” (each as defined in the Agreement) and other than
a foreign permanent establishment or fixed base (each within the meaning of any applicable income tax treaty) of a United States
Tax Person or any other Person as to whom the transfer of this Certificate may cause any REMIC Pool to fail to qualify as a REMIC
at any time that any Certificate is outstanding.


 


As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated
transferee or transferees.


 



    A-2-6


     


    

 


No
service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian.
the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Tax Administrator, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Custodian, the Certificate Registrar or any such agent shall
be affected by notice to the contrary.


 


Subject
to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by the Master Servicer, the Special Servicer or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders, at a price determined as provided in the Agreement, of all the Mortgage Loans and each
REO Property (or, in the case of any REO Property related to any Participated Mortgage Loan, the beneficial interest of the Trust
Fund in such REO Property) remaining in the Trust Fund; (iii) the exchange by the Sole Certificateholder(s) of each of the
Class E, Class F and Class G Certificates with Certificate Principal Balances greater than zero for all Mortgage Loans and each
REO Property (or, in the case of any REO Property related to any Participated Mortgage Loan, the beneficial interest of the Trust
Fund in such REO Property) remaining in the Trust Fund; and (iv) following the earlier of (x) the Distribution Date in January
2020 and (y) the Distribution Date on which the total outstanding principal balance of the Mortgage Loans has been reduced to
65% or less of the aggregate cut-off date principal balance of the Mortgage Loans, the holder of the Class Q Certificate purchases
all of the Mortgage Loans and REO Properties remaining in the Trust Fund. The Agreement permits, but does not require, the Master
Servicer, the Special Servicer or any single Controlling Class Certificateholder or group of Controlling Class Certificateholders
to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any
Participated Mortgage Loan, the beneficial interest of the Trust Fund in such REO Property) remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off Date Pool Balance.


 


The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement
with the consent of the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to all of the
Classes materially affected by the amendment and, if materially affected by the amendment, any Serviced Companion Loan Holder.
Any such consent by the Holder of this


 






    A-2-7


     


    

 


Certificate shall be conclusive and binding on such Holder and upon all future Holders
of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.


 


Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.


 


The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


 


This
Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made
and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined
in accordance with such laws.


 



    A-2-8


     


    

 


IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
 not in its individual capacity but solely as Certificate Registrar



	 	 	 
	 	By:
        
	 
	 	 
	 	Authorized Representative








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class R Certificates referred to in the within-mentioned Agreement.


 


Dated:


 


	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
 not in its individual capacity but solely as Authenticating Agent

	 	 	 
	 	By:
        
	 
	 	 
	Authorized Representative





 



    A-2-9


     


    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________________


____________________________________________________________________________________________________________________________________________


(please
print or typewrite name and address including postal zip code of assignee)


 


the
beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s)
the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address: ___________________________________________________________________________________

____________________________________________________________________________________________________________________________________________.


 


Dated:


 


	 	 
	 	Signature by or on behalf of Assignor
	 	 
	 	Signature Guaranteed








 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _______________________________________________

for the account of ______________________________________________________________________________________________________________________________.


 


Distributions
made by check (such check to be made payable to _____________________________________________________________________________)

and all applicable statements and notices should be mailed to _____________________________________________________________________________________________.


 


This
information is provided by _____________________________________________________________________________________________________,

the Assignee named above, or ____________________________________________________________________________________________________________________,

as its agent.


 



    A-2-10


     


    

 


EXHIBIT
A-3



FORM OF CLASS Q CERTIFICATES


 


CLASS
Q COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATE, SERIES 2017-5


 


This
is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued in
multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership interest
in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans or
interests therein (the “Mortgage Loans”), such pool being formed and sold by


 


LSTAR
DEPOSITOR, LLC


 


	Closing Date:  March
    31, 2017	Percentage Interest evidenced
    by this Class Q Certificate:  100%
	 	 
	First Distribution Date:

    April 12, 2017	Aggregate Cut-off Date Principal Balance of
    the Original Mortgage Loans as of the Cut-off Date (“Initial Pool Balance”):  $758,768,227
	 	 
	Master Servicer:

    Wells Fargo Bank, National Association	Certificate Administrator, Tax Administrator
    and Custodian:

    Wells Fargo Bank, National Association
	 	 
	Special Servicer:

    Hudson Americas L.P.	Trustee:

    Wilmington Trust, National Association
	 	 
	CUSIP No.: ________________

    ISIN No.:  ________________	Certificate No. Q-___


 



    A-3-1


     


    

 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986 (THE “TAX CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL,
STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN LSTAR DEPOSITOR, LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION, HUDSON
AMERICAS L.P., WILMINGTON TRUST, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY
OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


THIS
CERTIFICATE REPRESENTS THE RIGHT TO TERMINATE THE TRUST FUND, IN ACCORDANCE WITH AND SUBJECT TO THE AGREEMENT REFERRED TO HEREIN.


 


This
certifies that __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class Q Certificates. The Trust
Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the
“Agreement”), between LStar Depositor, LLC, as depositor (the “Depositor,” which term includes any successor
entity under the Agreement), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer,”
which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator,” which term includes any successor entity under the Agreement),
as tax administrator (in such capacity, the “Tax Administrator,” which term includes any successor entity under the
Agreement), and as


 






    A-3-2


     


    

 


custodian (in such capacity, the “Custodian,” which term includes any successor entity under the
Agreement), Wilmington Trust, National Association, as trustee (the “Trustee,” which term includes any successor entity
under the Agreement), and Hudson Americas L.P., as special servicer (in such capacity, the “Special Servicer,” which
term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In the
event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency.


 


The
holder of the Certificate shall be entitled to a distribution of the Mortgage Loans and REO Properties on the Class Q Clean-Up
Call Date in accordance with the terms of the Agreement. Notwithstanding the foregoing, the final distribution on this Certificate
will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to the Holder hereof of such final distribution.


 


The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account,
the Collection Accounts, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Account, the REO Account (if established), the Serviced Pari Passu Companion Loan Custodial Account (if any), the Serviced A/B
Loan Combination Custodial Account(s) (if any) and any other accounts established pursuant to the Agreement may be made from time
to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest
on such advances and expenses.


 


This
Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


No
transfer, sale, pledge or other disposition of this Certificate or any interest herein shall be made unless that transfer, sale,
pledge, hypothecation or other form of assignment (a “Transfer”) is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities laws of any state, or is otherwise made in accordance with the
Securities Act and such other securities laws. If a Transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances specified in the Agreement) the Certificate Registrar shall refuse to register
such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit C-1A or as Exhibit C-2A to the Agreement
and a certificate from such Certificateholder’s prospective Transferee


 






    A-3-3


     


    

 


substantially in the form attached as Exhibit
C-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that
such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator or the Certificate Registrar in their respective capacities
as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring
to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.


 


None
of the Depositor, the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer,
the Tax Administrator, the Custodian or the Certificate Registrar is obligated to register or qualify the Class Q Certificates
under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit
the transfer of this Certificate or any interest herein without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the
Depositor, the Placement Agents, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Tax
Administrator, the Custodian and the Certificate Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws or the provisions described above.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other benefit plans
and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject
to ERISA or Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person who is directly
or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee of, or with assets
of a Plan. The Certificate Registrar shall refuse to register the transfer of this Certificate unless it has received from the
prospective Transferee a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.


 


In
addition, each initial Certificateholder further acknowledges and agrees, by its acceptance of its Certificates, that (i) such
Certificateholder is not entitled to rely, and has not relied, on any due diligence or other review of the Trust Fund or its assets
by the Initial Directing Certificateholder or the Initial Majority Controlling Class Certificateholder, or any Affiliate, director,
officer, shareholder, member, partner, agent or principal thereof, in connection with the initial issuance of the Certificates,
and (ii) such Certificateholder waives any cause of action that it may otherwise have against the Initial Directing Certificateholder
or the Initial Majority Controlling Class Certificateholder, or any Affiliate, director, officer, shareholder, member, partner,
agent or principal thereof, based upon or arising from any due diligence or other review of the Trust Fund or its assets by any
such Person.


 


If
a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver
to the Certificate Registrar a certification to the


 






    A-3-4


     


    

 


effect that, and such other evidence as may be reasonably required by the
Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.


 


As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated
transferee or transferees.


 


No
service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian.
the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Tax Administrator, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Custodian, the Certificate Registrar or any such agent shall
be affected by notice to the contrary.


 


Subject
to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by the Master Servicer, the Special Servicer or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders, at a price determined as provided in the Agreement, of all the Mortgage Loans and each
REO Property (or, in the case of any REO Property related to any Participated Mortgage Loan, the beneficial interest of the Trust
Fund in such REO Property) remaining in the Trust Fund; (iii) the exchange by the Sole Certificateholder(s) of each of the
Class E, Class F and Class G Certificates with Certificate Principal Balances greater than zero for all Mortgage Loans and each
REO Property (or, in the case of any REO Property related to any Participated Mortgage Loan, the beneficial interest of the Trust
Fund in such REO Property) remaining in the Trust Fund; and (iv) following the earlier of (x) the Distribution Date in January
2020 and (y) the Distribution Date on which the total outstanding principal balance of the Mortgage Loans has been reduced to
65% or less of the aggregate cut-off date principal balance of the Mortgage Loans, the holder of the Class Q Certificate purchases
all of the Mortgage Loans and REO Properties remaining in the Trust Fund. The Agreement permits, but does not require,


 






    A-3-5


     


    

 


the Master
Servicer, the Special Servicer or any single Controlling Class Certificateholder or group of Controlling Class Certificateholders
to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to any
Participated Mortgage Loan, the beneficial interest of the Trust Fund in such REO Property) remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off Date Pool Balance.


 


The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement
with the consent of the Holders of Certificates entitled to not less than 50% of the Voting Rights allocated to all of the Classes
materially affected by the amendment and, if materially affected by the amendment, any Serviced Companion Loan Holder. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including
any amendment necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.


 


Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.


 


The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


 


This
Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made
and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined
in accordance with such laws.


 



    A-3-6


     


    

 


IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
 not in its individual capacity but solely as Certificate Registrar

	 	 	 
	 	By:
        
	 
	 	 
	Authorized Representative









 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class Q Certificates referred to in the within-mentioned Agreement.


 


Dated:


 


	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
 not in its individual capacity but solely as Authenticating Agent

	 	 	 
	 	By:
        
	 
	 	 
	Authorized Representative






 



    A-3-7


     


    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________________


____________________________________________________________________________________________________________________________________________


(please
print or typewrite name and address including postal zip code of assignee)


 


the
beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s)
the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address: ___________________________________________________________________________________

____________________________________________________________________________________________________________________________________________.


 


Dated:


 


	 	 
	 	Signature by or on behalf of Assignor
	 	 
	 	Signature Guaranteed








 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _______________________________________________

for the account of ______________________________________________________________________________________________________________________________.


 


Distributions
made by check (such check to be made payable to _____________________________________________________________________________)

and all applicable statements and notices should be mailed to _____________________________________________________________________________________________.


 


This
information is provided by _____________________________________________________________________________________________________,

the Assignee named above, or ____________________________________________________________________________________________________________________,

as its agent.


 






    A-3-8


     


    

 






EXHIBIT
B



LETTERS OF REPRESENTATIONS AMONG DEPOSITOR,

CERTIFICATE ADMINISTRATOR AND INITIAL DEPOSITORY


 


Attached
at Tab [57].


 



    B-1


     


    

 


EXHIBIT
C-1A


 


FORM
OF TRANSFEROR CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS)


 


[Date]


 


Wells
Fargo Bank, National Association,


as
Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479

Attention: Certificate Transfer – LSTAR 2017-5


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”), Class [  ], having an initial Certificate
                                         Principal Balance or Certificate Notional Amount as of March 31, 2017 (the “Closing
                                         Date”) of $       (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by _________________________ (the “Transferor”) to ________________ (the
“Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued
pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between LStar Depositor, LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer,
Hudson Americas L.P., as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator,
and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect
to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any
manner, (d) made any general solicitation with respect to any Transferred Certificate, any


 






    C-1A-1


     


    

 


interest in a Transferred Certificate
or any other similar security by means of general advertising or in any other manner or (e) taken any other action, which
(in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any
Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition
of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require
registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 












 



    C-1A-2


     


    




 


EXHIBIT
C-1B


 


FORM
OF TRANSFEREE CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS)


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Attention: Certificate Transfer – LSTAR 2017-5





	 	 
	[TRANSFEROR]	 
	 	 
	 	 
	 	 






 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”), Class [ ], having an initial Certificate
                                         Principal Balance or Certificate Notional Amount as of March 31, 2017 (the “Closing
                                         Date”) of $             
                                         (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ____________________________ (the “Transferor”) to __________________________
(the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between LStar Depositor, LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer,
Hudson Americas L.P., as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator,
and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is acquiring interests in the Transferred Certificates for its own account for investment and not with a view to or
for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which


 






    C-1B-1


     


    

 


would violate the Securities
Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the
Certificate Registrar is obligated so to register or qualify the Transferred Certificates and (c) neither the Transferred
Certificates nor any security issued in exchange therefor or in lieu thereof may be resold or transferred unless it is (i) registered
pursuant to the Securities Act and registered or qualified pursuant any applicable state securities laws or (ii) sold or
transferred in transactions that are exempt from such registration and qualification and the transferee has delivered either:
(A) a certificate from the prospective transferor substantially in the form attached as Exhibit C-2A to the Pooling
and Servicing Agreement or a certificate from the prospective transferor substantially in the form attached as Exhibit C-1A
to the Pooling and Servicing Agreement and a certificate from the prospective transferee substantially in the form attached either
as Exhibit C-1B or as Exhibit C-2B to the Pooling and Servicing Agreement; or (B) an opinion of counsel satisfactory
to the Certificate Registrar that the transfer may be made without registration under the Securities Act, together with written
certification(s) as to the facts surrounding the transfer from the prospective transferor and/or prospective transferee upon which
such opinion is based.


 


3.         The
Transferee understands that it may not sell or otherwise transfer any Transferred Certificate, any security issued in exchange
therefor or in lieu thereof or any interest in the forgoing except in compliance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will bear the
following legends:


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF


 






    C-1B-2


     


    

 


APPLICABLE
FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Transferred
Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a pledge, disposition or other transfer of any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect
to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any
manner, (d) made any general solicitation with respect to any Transferred Certificate, any interest in any Transferred Certificate
or any other similar security by means of general advertising or in any other manner or (e) taken any other action with respect
to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Transferred Certificates
under the Securities Act, would render the disposition of the Transferred Certificates a violation of Section 5 of the Securities
Act or any state securities law or would require registration or qualification of the Transferred Certificates pursuant thereto.
The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing
sentence with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security.


 


5.          The
Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the
Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the
Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreement and (f) all related
matters, that it has requested.


 


6.          The
Transferee is an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or an entity in which all of the equity owners come within such paragraphs.


 


7.          The
Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Transferred Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and
can afford a complete loss of such investment.


 



    C-1B-3


     


    

 


	 	Very truly yours,
	 	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 



    C-1B-4


     


    

  


EXHIBIT
C-2A


 


FORM
OF TRANSFEROR CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS TO QIBs)


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479

Attention: Certificate Transfer – LSTAR 2017-5


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”), Class [  ], having an initial Certificate
                                         Principal Balance or Certificate Notional Amount as of March 31, 2017 (the “Closing
                                         Date”) of $       (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by             
(the “Transferor”) to               (the “Transferee”)
of the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling
and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor,
LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, Hudson Americas L.P.,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator, and as Custodian,
and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect
to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any
manner, (d) made any general


 






    


     


    

 


solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any other manner or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security, which (in the case of
any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate
under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of any Transferred
Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or
qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.


 


3.           The
Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a “qualified
institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act (a
“Qualified Institutional Buyer”) purchasing for its own account or for the account of another person that is itself
a Qualified Institutional Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and
any person acting on behalf of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee’s
ownership and discretionary investments of securities (check one or more):


 


		____	(a)          The
                                         Transferee’s most recent publicly available financial statements, which statements
                                         present the information as of a date within 16 months preceding the date of sale
                                         of the Transferred Certificates in the case of a U.S. purchaser and within 18 months
                                         preceding such date of sale for a foreign purchaser; or



 


		____	(b)          The
                                         most recent publicly available information appearing in documents filed by the Transferee
                                         with the Securities and Exchange Commission or another United States federal, state,
                                         or local governmental agency or self-regulatory organization, or with a foreign governmental
                                         agency or self-regulatory organization, which information is as of a date within 16 months
                                         preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser
                                         and within 18 months preceding such date of sale for a foreign purchaser; or



 


		____	(c)          The
                                         most recent publicly available information appearing in a recognized securities manual,
                                         which information is as of a date within 16 months preceding the date of sale of
                                         the Transferred Certificates in the case of a U.S. purchaser and within 18 months
                                         preceding such date of sale for a foreign purchaser; or



 


		____	(d)          A
                                         certification by the chief financial officer, a person fulfilling an equivalent function,
                                         or other executive officer of the Transferee, specifying the amount of securities owned
                                         and invested on a discretionary basis by the Transferee as of a specific date on or since
                                         the close of the Transferee’s most recent fiscal year, or, in the case of a 



 



    C-2A-2


     


    

 


	 	 	Transferee
                                         that is a member of a “family of investment companies”, as that term is defined
                                         in Rule 144A, a certification by an executive officer of the investment adviser
                                         specifying the amount of securities owned by the “family of investment companies”
                                         as of a specific date on or since the close of the Transferee’s most recent fiscal
                                         year.



 


4.            The
Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities
owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional
Buyer:


 


(a)          the
following instruments and interests shall be excluded: securities of issuers that are affiliated with such entity; securities
that are part of an unsold allotment to or subscription by such entity, if such entity is a dealer; securities of issuers that
are part of such entity’s “family of investment companies”, if such entity is a registered investment company;
bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps;


 


(b)          the
aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings
in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities may be valued at market;


 


(c)          securities
owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with
generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction
of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority owned subsidiary
that would be included in the consolidated financial statements of another enterprise.


 


5.            The
Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor
is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.


 


6.            The
Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding
(a) the parties to the Pooling and Servicing Agreement, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust Fund, (e) the Pooling
and Servicing Agreement and the Mortgage Loan Purchase Agreement and (f) all related matters, that the Transferee has requested.


 



    C-2A-3


     


    

 


	 	Very truly yours,
	 	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



    C-2A-4


     


    




 


EXHIBIT
C-2B


 


FORM
OF TRANSFEREE CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS TO QIBs)


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479

Attention: Certificate Transfer – LSTAR 2017-5





	 	 
	[TRANSFEROR]	 
	 	 
	 	 
	 	 





 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”), Class [ ], having an initial Certificate
                                         Principal Balance or Certificate Notional Amount as of March 31, 2017 (the “Closing
                                         Date”) of $ (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ______________ (the “Transferor”) to _______________
(the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between LStar Depositor, LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer,
Hudson Americas L.P., as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator,
and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined
in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”)
and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee
is aware that the Transfer to it of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee is
purchasing the Transferred Certificates for its


 






    C-2B-1


     


    

 


own account or for the account of a Qualified Institutional Buyer, and understands
that such Transferred Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a
Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.


 


2.          The
Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the
Transferred Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the
Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreement and (f) all related
matters, that it has requested.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 



 



    C-2B-2


     


    

 





ANNEX
1 TO EXHIBIT C-2B


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate Registrar],
as Certificate Registrar, with respect to the mortgage pass-through certificates being Transferred (the “Transferred Certificates”)
as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.            As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”).


 


2.            The
Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act
of 1933, as amended (“Rule 144A”) because (i) [the Transferee] [each of the Transferee’s equity owners]
owned and/or invested on a discretionary basis $     1 in securities (other than the excluded
securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.


 


		___	Corporation,
                                         etc. The Transferee is a corporation (other than a bank, savings and loan association
                                         or similar institution), Massachusetts or similar business trust, partnership, or any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.



 


		___	Bank.
                                         The Transferee (a) is a national bank or a banking institution organized under the
                                         laws of any State, U.S. territory or the District of Columbia, the business of which
                                         is substantially confined to banking and is supervised by the State or territorial banking
                                         commission or similar official or is a foreign bank or equivalent institution and (b) has
                                         an audited net worth of at least $      as demonstrated in its
                                         latest annual financial statements, a copy of which is attached hereto, as of a date
                                         not more than 16 months preceding the date of sale of the Transferred Certificates
                                         in the case of a U.S. bank, and not more than 18 months preceding such date
                                         of sale in the case of a foreign bank or equivalent institution.



 


		___	Savings
                                         and Loan. The Transferee (a) is a savings and loan association, building and
                                         loan association, cooperative bank, homestead association or similar institution, which
                                         is supervised and examined by a State or Federal 



 


 



 



1       Transferee
or each of its equity owners must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee
or any such equity owner, as the case may be, is a dealer, and, in that case, Transferee or such equity owner, as the case may
be, must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 



    C-2B-3


     


    

 


	 	 	authority
                                         having supervision over any such institutions or is a foreign savings and loan association
                                         or equivalent institution and (b) has an audited net worth of at least $     
                                         as demonstrated in its latest annual financial statements, a copy of which is attached
                                         hereto, as of a date not more than 16 months preceding the date of sale of the Transferred
                                         Certificates in the case of a U.S. savings and loan association, and not more than
                                         18 months preceding such date of sale in the case of a foreign savings and loan
                                         association or equivalent institution.



 


		___	Broker-dealer.
                                         The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934, as amended.



 


		___	Insurance
                                         Company. The Transferee is an insurance company whose primary and predominant business
                                         activity is the writing of insurance or the reinsuring of risks underwritten by insurance
                                         companies and which is subject to supervision by the insurance commissioner or a similar
                                         official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State
                                         or Local Plan. The Transferee is a plan established and maintained by a State, its
                                         political subdivisions, or any agency or instrumentality of the State or its political
                                         subdivisions, for the benefit of its employees.



 


		___	ERISA
                                         Plan. The Transferee is an employee benefit plan within the meaning of Title I
                                         of the Employee Retirement Income Security Act of 1974.



 


		___	Investment
                                         Advisor. The Transferee is an investment adviser registered under the Investment
                                         Advisors Act of 1940, as amended.



 


		___	QIB
                                         Subsidiary. All of the Transferee’s equity owners are “qualified institutional
                                         buyers” within the meaning of Rule 144A.



 


		___	Other.
                                         (Please supply a brief description of the entity and a cross-reference to the paragraph
                                         and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it
                                         qualifies. Note that registered investment companies should complete Annex 2 rather
                                         than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 



  


3.            For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee
did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an
unsold allotment to or subscription by such Person, if such Person is a dealer, (iii) bank deposit notes and certificates
of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.


 



    C-2B-4


     


    

 


4             For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements
on the basis of their market value, and no current information with respect to the cost of those securities has been published,
in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial
statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are
managed under such Person’s direction. However, such securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934,
as amended.


 


5.            The
Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee may be in
reliance on Rule 144A.


 


	 	 	 	 	Will the Transferee
    be acquiring interests in the Transferred Certificates only for the Transferee’s own account?
	Yes	 	No	 


  


6.            If
the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in
a Transferred Certificate for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of
such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.            The
Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute
a reaffirmation of this certification as of the date of such acquisition. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements
that become available on or before the date of such acquisition, promptly after they become available.


 



    C-2B-5


     


    

 


8.            Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificates were issued.


 


	 	[TRANSFEREE]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Date:






 



    C-2B-6


     


    




 


ANNEX
2 TO EXHIBIT C-2B


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate Registrar],
as Certificate Registrar, with respect to the mortgage pass-through certificate being Transferred (the “Transferred Certificates”)
as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.            As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”) or, if the Transferee
is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined below),
is an executive officer of the investment adviser (the “Advisor”).


 


2.            The
Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least
$     , in securities (other than the excluded securities referred to below) as of the end of the Transferee’s
most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s
Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s
Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those securities has been published, in which case
the securities of such entity were valued at market.


 


		___	The
                                         Transferee owned and/or invested on a discretionary basis $     
                                         in securities (other than the excluded securities referred to below) as of the end of
                                         the Transferee’s most recent fiscal year (such amount being calculated in accordance
                                         with Rule 144A).



 


		___	The
                                         Transferee is part of a Family of Investment Companies which owned in the aggregate $     
                                         in securities (other than the excluded securities referred to below) as of the end of
                                         the Transferee’s most recent fiscal year (such amount being calculated in accordance
                                         with Rule 144A).



 


3.            The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 



    C-2B-7


     


    

 


4.            The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee
or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies,
the securities referred to in this paragraph were excluded.


 


5.            The
Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee will be in
reliance on Rule 144A.


 


	 	 	 	 	Will
    the Transferee be acquiring interests in the Transferred Certificates only for the Transferee’s own account?
	Yes	 	No	 


 


6.            If
the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in
the Transferred Certificates for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of
such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.            The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute a reaffirmation
of this certification by the undersigned as of the date of such acquisition.


 


8.            Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificates were issued.


 


	 	Print Name of Transferee or Advisor



	 	 	 
	 	By:
        

	 
	 	Name:
 Title:
	 	 	 
	 	IF AN ADVISOR:



	 	 	 
	 	Print Name of Advisor
 
 Date:







 


    C-2B-8


     


    






 


EXHIBIT
C-3A


 


FORM
OF TRANSFEROR CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS UNDER REGULATION S)


 


[Date]


 


Wells
Fargo Bank, National Association 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479


Attention:
Certificate Transfer – LSTAR 2017-5 


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”), Class [ ], having an initial Certificate Principal
                                         Balance or Certificate Notional Amount as of March 31, 2017 (the “Closing Date”)
                                         of $                         (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by ____________ (the “Transferor”) to ________________
(the “Transferee”) through our respective Depository Participants of the Transferor’s beneficial ownership interest
(currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository Participants)
in the Transferred Certificates. The Certificates, including the Transferred Certificates, pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor, LLC, as Depositor
(the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, Hudson Americas L.P., as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator, and as Custodian, and Wilmington Trust,
National Association, as Trustee. All capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to and agrees with
you, and for the benefit of the Trustee and the Depositor, that:


 


1.            The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.            At
the time the buy order was originated, the Transferor reasonably believed that the Transferee was outside the United States, its
territories and possessions.


 


3.            If
the Transferor is a distributor (within the meaning of Rule 902(d) under the Securities Act of 1933, as amended (the “Securities
Act”)) with respect to the Transferred Certificates, or an affiliate of such a distributor or of the Depositor, or a person
acting on behalf of such a distributor, the Depositor or any affiliate of such distributor or of the Depositor, then:


 






     


     


    

 


(a)          the
sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through a physical trading
floor of an established foreign securities exchange that is located outside the United States, its territories and possessions;


 


(b)          no
directed selling efforts (within the meaning of Rule 902(c) under the Securities Act) have been made in the United States, its
territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates, or any person
acting on behalf of any of the foregoing;


 


(c)          all
offers and sales, if any, of the Transferred Certificates by or on behalf of the Transferor prior to the expiration of the distribution
compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as applicable,
have been and will be made only in accordance with the provisions of Rule 903 or Rule 904 under the Securities Act, pursuant to
registration of the Transferred Certificates under the Securities Act, or pursuant to an available exemption from the registration
requirements of the Securities Act;


 


(d)          all
offering materials and documents (other than press releases), if any, used in connection with offers and sales of the Transferred
Certificates by or on behalf of the Transferor prior to the expiration of the distribution compliance period specified in category
2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as applicable, complied with the requirements of Rule
902(g)(2) under the Securities Act; and


 


(e)          if
the Transferee is a distributor, a dealer or a person receiving a selling concession, a fee or other remuneration and the offer
or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day distribution compliance
period, the Transferor has sent a confirmation or other notice to the Transferee that the Transferee is subject to the same restrictions
on offers and sales that apply to a distributor.


 


4.           If
the Transferor is not a distributor with respect to the Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any affiliate of such a distributor or of the Depositor,
then:


 


(a)          the
sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through the facilities of
a designated offshore securities market described in paragraph (b) of Rule 902 under the Securities Act, and neither the Transferor
nor anyone acting on its behalf knows that such transaction has been prearranged with a buyer in the United States, its territories
and possessions;


 


(b)          no
directed selling efforts (within the meaning of Rule 902(c) under the Securities Act) have been made in the United States, its
territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates, or any person
acting on behalf of any of the foregoing;


 






     C-3A-2


     


    

 


(c)          if
the Transferee is a dealer or a person receiving a selling concession, a fee or other remuneration and the offer or sale of the
Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day distribution compliance period, the Transferor
has sent a confirmation or other notice to the Transferee stating that the Transferred Certificates may be offered and sold during
the distribution compliance period only in accordance with the provisions of Regulation S under the Securities Act, pursuant to
registration of the Transferred Certificates under the Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:	 
	 	Name:	 
	 	Title:







 






     C-3A-3


     


    

 


EXHIBIT
C-3B


 


FORM
OF TRANSFEREE CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS UNDER REGULATION S)


 


[Date]


 


Wells
Fargo Bank, National Association 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Certificate Transfer – LSTAR 2017-5





	 
	[TRANSFEROR]
	 
	 
	 




 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”), Class [ ], having an initial Certificate Principal
                                         Balance or Certificate Notional Amount as of March 31, 2017 (the “Closing Date”)
                                         of $ (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by (the “Transferor”) to (the “Transferee”)
through our respective Depository Participants of the Transferor’s beneficial ownership interest (currently maintained on
the books and records of The Depository Trust Corporation (“DTC”) and the Depository Participants) in the Transferred
Certificates. The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement
dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor, LLC, as Depositor (the
“Depositor”), Wells Fargo Bank, National Association, as Master Servicer, Hudson Americas L.P., as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator, and as Custodian, and Wilmington Trust,
National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to and agrees with
you, and for the benefit of the Trustee and the Depositor, that:


 


1.       The
Transferee is not a United States Securities Person. For purposes of this certification, “United States Securities Person”
means (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under
the laws of the United States; (iii) any estate of which any executor or administrator is a


 






     C-3B-1


     


    

 


United
States Securities Person, other than any estate of which any professional fiduciary acting as executor or administrator is a United
States Securities Person if an executor or administrator of the estate who is not a United States Securities Person has sole or
shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of which any professional fiduciary acting as trustee
is a United States Securities Person if a trustee who is not a United States Securities Person has sole or shared investment discretion
with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the United States, unless the agency or branch operates
for valid business reasons and is engaged in the business of insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Securities Person, (vii)
any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States, other than one held for the benefit or account of a non-United States Securities
Person by a dealer or other professional fiduciary organized, incorporated or (if any individual) resident in the United States,
(viii) any partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed
by a United States Securities Person principally for the purpose of investing in securities not registered under the Securities
Act, unless it is organized or incorporated, and owned, by “accredited investors” (as defined in Rule 501(a)) under
the United States Securities Act of 1933, as amended (the “Securities Act”), who are not natural persons, estates
or trusts; provided, however, that the International Monetary Fund, the International Bank for Reconstruction and Development,
the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies,
affiliates and pension plans, any other similar international organization, their agencies, affiliates and pension plans shall
not constitute United States Securities Persons.


 


2.       The
Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the Certificate
Registrar is obligated so to register or qualify the Class of Certificates to which the Transferred Certificates belong and (c)
no interest in the Transferred Certificates nor any security issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state securities
laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification.


 


3.       The
Transferee understands that it may not sell or otherwise transfer any Transferred Certificate, any security issued in exchange
therefor or in lieu therefor or any interest in the foregoing except in compliance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will bear the
following legends:


 






     C-3B-2


     


    

 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL,
STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF
OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 





	 	 	 	 
	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 
	 	By:	 
	 	Name:	 
	 	Title:


 






     C-3B-3


     


    

 


EXHIBIT
D-1


 


FORM
OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA

(NON-INVESTMENT GRADE CERTIFICATES HELD IN PHYSICAL FORM)


 


[Date]


 


Wells
Fargo Bank, National Association 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113

Attention: Certificate Transfer – LSTAR 2017-5 


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5, Class ______ Certificates [having an initial aggregate Certificate [Principal
                                         Balance] [Notional Amount] as of March 31, 2017 (the “Closing Date”)
                                         of $__________] [evidencing a ____% Percentage Interest in the related Class] (the
                                         “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2017 between LStar Depositor, LLC,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas
L.P., as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you as Certificate Registrar,
as follows (check the applicable paragraph):


 





	___	1.          The
    Transferee is neither (A) a retirement plan or other employee benefit plan or arrangement, including an individual retirement
    account or annuity, a Keogh plan or a collective investment fund or separate account in which such plans, accounts or arrangements
    are invested, including an insurance company general account, that is subject to ERISA, Section 4975 of the Code or Similar
    Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing the Transferred Certificates
    on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan;



 





	___	2.          The
    Transferred Certificates are not Class R Certificates, and the Transferee is using funds from an insurance company general
    account to acquire the Transferred Certificates, and the purchase and holding of such Certificates by such


 






     D-1-1


     


    

  


		Person are exempt from the prohibited
    transaction provisions of Section 406 of ERISA and Section 4975 of 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 does not result in a non-exempt violation of Similar
    Law; or





 





	___	3           (I)
    The Transferred Certificates are Class ___ Certificates, an interest in which is being acquired by or on behalf of a Plan
    in reliance on one of the individual prohibited transaction exemptions (as amended) issued by the U.S. Department of Labor
    to Wells Fargo Securities, LLC or Citigroup Global Markets Inc. (PTE 96-22 or 91-23), (II) such Transferred Certificates have
    an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited investor” as defined
    in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B)
    of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees
    to which it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph
    1 above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee
    satisfies the requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a written
    agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.


 





	 	 	 	 
	 	Very truly yours,
	 	 
	 	[TRANSFEREE]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:


 






     D-1-2


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA

(CERTIFICATES HELD IN BOOK-ENTRY FORM)


 


[Date]


 


[TRANSFEROR]


 


		Re:	LSTAR Commercial
                                                                                                                                                 Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5, Class ____ Certificates [having an
                                                                                                                                                 initial aggregate Class [Principal Balance] [Notional Amount] as of March 31, 2017 (the “Closing Date”) of $__________]
                                                                                                                                                 (the “Transferred Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ______________________ (the “Transferor”) to
_________________ (the “Transferee”) through our respective DTC Participants of the Transferor’s beneficial
ownership interest (currently maintained on the books and records of The Depository Trust Corporation (“DTC”)
and the Depository Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as
Trustee, and Hudson Americas L.P., as Special Servicer. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you as follows (check the applicable paragraph):


 





	___	1.          The
    Transferee is neither (A) a retirement plan, an employee benefit plan or other retirement arrangement, including an individual
    retirement account or annuity, a Keogh plan or a collective investment fund or separate account in which such plans, accounts
    or arrangements are invested, including an insurance company general account, that is subject to Section 406 of ERISA, Section
    4975 of the Code or Similar Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing
    an interest in the Transferred Certificates on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan;


 





	___	2.          The
    Transferee is using funds from an insurance company general account to acquire an interest in the Transferred Certificates,
    and the purchase and holding of such interest by such Person are exempt from the prohibited transaction provisions of Section
    406 of ERISA and Section 4975 of 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 does not result in a non-exempt violation of Similar Law; or


 






     D-2-1


     


    

 





	___	3.          (I)
    The Transferred Certificates are Class ___ Certificates, an interest in which is being acquired by or on behalf of a Plan
    in reliance on one of the individual prohibited transaction exemptions (as amended) issued by the U.S. Department of Labor
    to Wells Fargo Securities, LLC or Citigroup Global Markets Inc. (PTE 96-22 or 91-23), (II) such Transferred Certificates have
    an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited investor” as defined
    in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B)
    of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees
    to which it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph
    1 above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee
    satisfies the requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a written
    agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.


  





	 	 	 	 
	 	[TRANSFEREE]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:


 






     D-2-2


     


    

 


EXHIBIT
E-1


 


FORM
OF TRANSFER AFFIDAVIT AND AGREEMENT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


TRANSFER
AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March
                                         1, 2017, between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association,
                                         as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee,
                                         and Hudson Americas L.P., as Special Servicer



 


	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 the [  ] 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 Frontier Loan REMIC” and “REMIC I”, “REMIC
II” and “REMIC III”, respectively, relating to the Certificates for which an election has been or is to be made
under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is a Permitted Transferee (as defined in the Pooling and Servicing Agreement) and is not a “Disqualified Organization”
(as defined in the Pooling and Servicing Agreement), and that the Purchaser is not acquiring the Class R Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof,
to a person that is not a Permitted Transferee or to a Disqualified Organization. For the purposes hereof, a Disqualified Organization
is any of the following: (i) the United States, (ii) any state or political subdivision thereof, (iii) any foreign government,
(iv) any international organization, (v) any agency or instrumentality of any of the foregoing, (vi) any tax-exempt organization
(other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
unless such organization is subject to the tax imposed by Section 511 of the Code, (vii) any organization described in Section
1381(a)(2)(C) of the Code, or (viii) any other entity designated as a “disqualified


 






     E-1-1


     


    

 


organization”
by relevant legislation amending the REMIC Provisions and in effect at or proposed to be effective as of the time of determination.
In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home Loan Mortgage Corporation) and a majority of
its board of directors is not selected by such governmental unit. The terms “United States” and “international
organization” shall have the meanings set forth in Section 7701 of the Code.


 


4.        The
Purchaser is not a foreign permanent establishment or a fixed base (within the meaning of any applicable income tax treaty between
the United States and any foreign jurisdiction) of a United States Tax Person.


 


5.        The
Purchaser will not cause the income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed
base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United
States Tax Person.


 


6.        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.


 


7.        No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


8.        [Check
the statement that applies]


 


		●	If
                                         the Transferor requires the safe harbor under Treasury Regulation Section 1.860E-1 to
                                         apply:



 


____
  a)          In accordance with Treasury Regulation Section 1.860E-1,
the Purchaser (i) is an “eligible corporation” as defined in Section 1.860E-1(c)(6)(i) of the Treasury Regulations,
as to which the income of Class R Certificates will only be subject to taxation in the United States, (ii) has, and has had in
each of its two preceding fiscal years, gross assets for financial reporting purposes (excluding any obligation of a person related
to the transferee within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury Regulations or any other assets if a principal
purpose for holding or acquiring such asset is to satisfy this condition) in excess of $100 million and net assets of $10 million,
and (iii) hereby agrees only to transfer the Certificate to another corporation meeting the criteria set forth in Treasury Regulation
Section 1.860E-1;


 


or


 


_____  b)          The
Purchaser is a United States Tax Person and the consideration paid to the Purchaser for accepting the Class R Certificates is
greater than the present value of the anticipated net federal income taxes and tax benefits (“Tax Liability Present Value”)
associated with owning such Certificates, with such present value computed using a discount rate equal to the “Federal short-term
rate” prescribed by Section 1274 of the Code as of the date hereof or, to the extent it is not, if the Transferee has asserted
that it regularly borrows, in the


 






     E-1-2


     


    

 


ordinary
course of its trade or business, substantial funds from unrelated third parties at a lower interest rate than such applicable
federal rate and the consideration paid to the Purchaser is greater than the Tax Liability Present Value using such lower interest
rate as the discount rate, the transactions with the unrelated third party lenders, the interest rate or rates, the date or dates
of such transactions, and the maturity dates or, in the case of adjustable rate debt instruments, the relevant adjustment dates
or periods, with respect to such borrowings, are accurately stated in Exhibit A to this letter.


 


		●	If
                                         the Transferor does not require the safe harbor under Treasury Regulation Section 1.860E-1
                                         to apply:



 


_____  c)          The
Purchaser is a “United States person” as defined in Section 7701(a) of the Code and the regulations promulgated thereunder
(the Purchaser’s U.S. taxpayer identification number is __________). The Purchaser is not classified as a partnership under
the Code (or, if so classified, all of its beneficial owners are, and under the partnership agreement are required to be, United
States persons).


 


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 Certificates in excess of any cash flows generated
by such Certificates.


 


11.       The
Purchaser will not transfer the Class R Certificates to any person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to which the Purchaser has actual knowledge that the
requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity with respect to which
the Purchaser has not (at the time of such Transfer) satisfied the requirements under the Code to conduct a reasonable investigation
of the financial condition of such person or entity (or its current beneficial owners if such person or entity is classified as
a partnership under the Code).


 


12.       The
Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class R Certificates to a Disqualified Organization, an agent thereof or a person that does not satisfy
the requirements of paragraphs 7 and 9.


 


13.       The
Purchaser consents to the designation of the Tax Administrator as the agent of the Tax Matters Person of the REMIC I, REMIC II
and REMIC III pursuant to Section 10.01(b) of the Pooling and Servicing Agreement.


 


14.       The
Purchaser agrees that the Tax Administrator shall make any elections allowed under the Code (i) to avoid the application of Section
6221 (or successor provision) to each REMIC Pool and (ii) to avoid payment by any REMIC Pool under Section 6225 of any tax, penalty,
interest or other amount imposed under the Code that would otherwise be imposed on


 






     E-1-3


     


    

 


any
holder of any residual interest of any REMIC Pool, past or present pursuant to Section 10.01(l) of the Pooling and Servicing
Agreement.


 


15.        The
Purchaser agrees that the Tax Administrator shall be designated as the “representative” of each REMIC Pool within
the meaning of Section 6223 of the Code, to the extent such provision is applicable to such REMIC Pool. By their acceptance thereof,
the holders of the Class R Certificates hereby agree to irrevocably designate the Tax Administrator as the “representative”
for the REMIC Pools” pursuant to Section 10.01(m) 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 ________________.


 





	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:


  


Personally
appeared before me [    ] known or proved to me to be the same person who executed the foregoing instrument
and to be a [  ] of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed
and as the free act and deed of the Purchaser.


 


Subscribed
and sworn before me this

____ day of _______________. 


______ 

Notary Public


 






     E-1-4


     


    

 


EXHIBIT
E-2


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF

CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113

Attention: Certificate Transfer – LSTAR 2017-5

[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5, Class R Certificates, evidencing a ____% Percentage Interest in such Class (the
                                         “Residual Interest Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2017 between LStar Depositor, LLC,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, Hudson Americas L.P.,
as Special Servicer. 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,
as follows:


 


1.          No
purpose of the Transferor relating to the transfer of the residual interest Certificates by the Transferor to the Transferee is
or will be to impede the assessment or collection of any tax.


 


2.          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit E-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
(or the beneficial owners of the Transferee if the Transferee is classified as a partnership under the Code) as contemplated by
Treasury Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the


 






    E-2-1


     


    

 


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 the future. The Transferor understands that
the transfer of the Residual Interest 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,
	 	 
	 	By:	 
	 	 	(Transferor)
	 	Name:	 
	 	Title:


 






    E-2-2


     


    

 


EXHIBIT
F-1


 


FORM
OF MASTER SERVICER REQUEST FOR RELEASE


 


[Date]


 


Wells
Fargo Bank, National Association 


1055
10th Avenue SE 


Minneapolis,
Minnesota 55414 


Attention:
Document Custody Group – LSTAR 2017-5


 


With
a copy to:


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road

Columbia, Maryland 21045 


Attention:
LSTAR 2017-5


 


		Re:         LSTAR
                              Commercial Mortgage Trust 2017-5,

                              Commercial Mortgage Pass-Through Certificates, Series 2017-5



 


In
connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor,
LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
Wells Fargo Bank, National Association, as certificate administrator, as tax administrator, and as custodian (in such capacity,
the “Custodian”), Wilmington Trust, National Association, as trustee, and Hudson Americas L.P., as special
servicer, the undersigned as Master Servicer with respect to the following described Mortgage Loan hereby requests a release of
the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage
Loan for the reason indicated below.


 


Property
Name:

Address:

Loan No.:


 


If
only particular documents in the Mortgage File are requested, please specify which:


 


Reason
for requesting Mortgage File (or portion thereof):


 


		______	1.          Mortgage
                                         Loan paid in full. The undersigned hereby certifies that all amounts received in connection
                                         with the Mortgage Loan that are required to be credited to the [Collection Account] [[and
                                         the] Serviced Pari Passu Companion Loan Custodial Account] pursuant to the Pooling and
                                         Servicing Agreement, have been or will be so credited.



 






    F-1-1


     


    

 


		______	2.          Other.
(Describe) _____________________________________ ___________________________________________



 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our
receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will
be retained by us permanently.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.





	 	 	 	 
	 	Wells
    Fargo Bank, National Association

    as the Master Servicer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:


 






    F-1-2


     


    

 


EXHIBIT
F-2


 


FORM
OF SPECIAL SERVICER REQUEST FOR RELEASE


 


[Date]


 


Wells
Fargo Bank, National Association 


1055
10th Avenue SE 


Minneapolis,
Minnesota 55414 


Attention:
Document Custody Group – LSTAR 2017-5


 


With
a copy to:


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road

Columbia, Maryland 21045 


Attention:
LSTAR 2017-5


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5,

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5



 


In
connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor,
LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Wells Fargo Bank, National Association, as certificate
administrator, as tax administrator, as custodian (in such capacity, the “Custodian”), Wilmington Trust, National
Association, as trustee, and Hudson Americas L.P., as special servicer (in such capacity, the “Special Servicer”),
the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage
Loan for the reason indicated below.


 


Property
Name:

Address:

Loan No.:


 


If
only particular documents in the Mortgage File are requested, please specify which:


 


Reason
for requesting Mortgage File (or portion thereof):


 


		______	1.          The
                                         Mortgage Loan is being foreclosed.



 


		______	2.          Other.
                                         (Describe)



 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Pooling


 






    F-2-1


     


    

 


and
Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer
period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case
the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage
Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained
by us permanently.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.





	 	 	 	 
	 	HUDSON AMERICAS L.P.,

    as Special Servicer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:






    F-2-2


     


    

 


EXHIBIT
F-3A


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


LStar
Depositor, LLC

2711 N. Haskell Avenue, Suite 1700

Dallas, Texas 75204

Attention: LSTAR 2017-5


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s]
established under the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Tax Administrator and as Custodian, Wilmington Trust, National Association, as Trustee,
and Hudson Americas L.P., as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”)
with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from
any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require


 






    F-3A-1


     


    

 


registration
or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    F-3A-2


     


    

 


EXHIBIT
F-3B


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


LStar
Depositor, LLC

2711 N. Haskell Avenue, Suite 1700

Dallas, Texas 75204


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo 


401
S. Tryon Street, 8th Floor 


MAC
D1050-084

Charlotte, North Carolina 28202

Attention: LSTAR 2017-5 Asset Manager


 


		Re:	LSTAR
                                         Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-5 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s]
established under the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”),
between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Tax Administrator and as Custodian, Wilmington Trust, National Association, as Trustee,
and Hudson Americas L.P., as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as
the Depositor and the Master Servicer, that:


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state


 






    F-3B-1


     


    

 


securities
laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor
has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling
and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective
transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement.


 


3.          The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 






    F-3B-2


     


    

 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    F-3B-3


     


    

 


EXHIBIT
G-1


 


FORM
OF DISTRIBUTION DATE STATEMENT


 






    G-1-1


     


    









 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	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 Realized Loss
    Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	LStar Depositor, LLC	 	 	 	Wells Fargo Bank, National Association	 	 	 	Hudson Americas, L.P.	 	 	 
	 	 	 	2711 N. Haskell Avenue	 	 	 	Three Wells Fargo, MAC D1050-084 	 	 	 	600 North Pearl Street	 	 	 
	 	 	 	Suite 1700	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Suite 1500	 	 	 
	 	 	 	Dallas, TX 75204	 	 	 	Charlotte, NC 28202	 	 	 	Dallas, TX 75201	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Contact:	 	 	 	 	 	 	 
	 	 	 	Contact:    Legal Department	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact:            Management Department	 	 	 
	 	 	 	Phone Number: (214) 754-8300	 	 	 		 	 	 	Phone Number: (214) 754-8400	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This
report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the Master
Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information received
from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the accuracy
or completeness of information furnished by third parties. Please visit www.ctslink.com for additional information and
special 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 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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-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	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Q	 	 	 	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	 	 	 	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 24


     


    

 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	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-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	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	Q	 	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	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 24


     


    

 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	Additional

    Trust Fund

    Expenses	 	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-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	 	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	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G	 	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 24


     


    

 



	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 			 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 			 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 24


     


    






 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	Insurer Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	CREFC License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Total Fees	 	0.00	 
	 	Net Prepayment Interest Excess	0.00	 	 	 	  	 	 
	 	Extension Interest	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	 	 	 	 
	 	 	 	 	 	Reimbursement for Interest on Advances	0.00	 	 
	 	Total Interest Collected	 	0.00	 	ASER Amount	0.00	 	 
	 	 	 	 	 	Special Servicing Fee	0.00	 	 
	 	Principal:	 	 	 	Rating Agency Expenses	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	 	 	 
	 	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	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Excess Liquidation Proceeds	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	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 24


     


    


 






	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 24


     


    
 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 24


     


    

 



	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 recent 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.	 	 
	 	 	 	 
	 	(4) Debt Yield Ratios are calculated using the ending scheduled loan balance and the most recent available NOI as provided by the Servicer.	 	 
	 	 	 	 	 


 


    Page 9 of 24


     


    

 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	 IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 10 of 24


     


    

 

	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 24


     


    


 







 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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

    Mortgage

    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	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-	One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon  	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-	Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	 	5 	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	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	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) Resolution Strategy
    Code	(2) Property Type Code	 
	 	 	 	 	 
	 	1	-  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family		OF	-	Office	 
	 	2	-  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	Retail	 	MU	-	Mixed use	 
	 	3	-  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	 	LO	-	Lodging	 
	 	4	-  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	 	SS	-	Self Storage	 
	 	5	-  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	Warehouse		OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	Mobile Home Park	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 24


     


    


 






	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	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	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	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 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 
	 	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 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 24


     


    



 






	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 24


     


    


 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 	 	 	 	 	 	 
	 	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 24


     


    

 







	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    Page 23 of 24


     


    
 


	 	 	 	 
		LSTAR Commercial Mortgage Trust 2017-5


    

Commercial Mortgage Pass-Through Certificates



    Series 2017-5

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	4/12/17
	8480 Stagecoach Circle	Record Date:	3/31/17
	Frederick, MD 21701-4747	Determination Date:	4/6/17




	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 24 of 24


     


    

 



 


The following shall be included as supplemental information
in the report for at least one monthly period following the actual receipt by the Certificate Administrator of, and based on the
information set forth in, the notice or report (if any) contemplated as described below. The information need not appear more than
once for each Pari Passu Companion Loan respecting which a notice or report (if any) is so received.


 


With respect to each Pari Passu Mortgage Loan, if information
is presented below, the Certificate Administrator has received a notice or report setting forth the indicated initial information
(if provided) with respect to the pooling and servicing agreement for the securitization of the related Pari Passu Companion Loan.


 


[____________________]


 


Trust: [____________________]

Depositor: [____________________]

Master Servicer: [____________________]

Special Servicer: [____________________]

Trustee: [____________________]

Certificate Administrator/Paying Agent: [____________________]

Custodian: [____________________]


 






    G-1-2 


     


    

 


EXHIBIT G-2



MINIMUM INFORMATION FOR DISTRIBUTION DATE STATEMENT


 


(1)       the
Distribution Date, Record Date, Interest Accrual Period and Determination Date for such Distribution Date;


 


(2)       the
aggregate Certificate Principal Balance or Class Notional Amount of each Class of Certificates before and after giving effect to
the distribution made on such Distribution Date;


 


(3)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction
of the Class Principal Balance thereof;


 


(4)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to the Interest Distribution
Amount;


 


(5)       the
aggregate amount of P&I Advances made in respect of the Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);


 


(6)       the
aggregate amount and general purpose of Servicing Advances that have been made by the Master Servicer, the Special Servicer and
the Trustee with respect to the Mortgage Loans;


 


(7)       (A)
the aggregate amount of servicing compensation in respect of the Mortgage Pool (separately identifying the amount of each category
of compensation) paid to the Master Servicer and the Special Servicer during the related Collection Period and (B) the aggregate
amount of compensation in respect of the Mortgage Pool (separately identifying the amount of each category of compensation) to
the Trustee and the Certificate Administrator;


 


(8)       the
aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after such Distribution
Date;


 


(9)       the
number, aggregate unpaid principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans (but not any successor REO Mortgage Loans to Mortgage Loans) as of the close of business on the related Determination
Date;


 


(10)     the
number, aggregate unpaid principal balance (as of the close of business on the related Determination Date and aggregate Stated
Principal Balance (immediately after such Distribution Date) of Mortgage Loans (A) delinquent 30 to 59 days, (B) delinquent
60 to 89 days, (C) delinquent 90 or more days, and (D) not delinquent but constituting Specially Serviced Mortgage
Loans or in foreclosure but not constituting an REO Mortgage Loan;


 


(11)     with
respect to any REO Property that was included (or an interest in which was included) in the Trust Fund as of the close of business
on the related Determination Date, the loan number of the related Mortgage Loan, the book value of such REO Property and the amount
of REO Revenues and other amounts, if any, Received by the Trust with respect to


 






    G-2-1 


     


    

 


such
REO Property during the related Collection Period (separately identifying the portion thereof allocable to distributions on the
Certificates) and, if available, the Appraised Value of such REO Property as expressed in the most recent appraisal thereof and
the date of such appraisal;


 


(12)     the
total payments and other collections Received by the Trust during the related Collection Period, the fees and expenses paid therefrom
(with an identification of the general purpose of such fees and expenses and the party receiving such fees and expenses) and the
Available Distribution Amount for such Distribution Date;


 


(13)     the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to Prepayment Premiums
and/or Yield Maintenance Charges;


 


(14)     the
Interest Distribution Amount and Accrued Certificate Interest in respect of each Class of Certificates for such Distribution Date
or the related Interest Accrual Period, as applicable;


 


(15)     the
Pass-Through Rate for each Class of Certificates for the Interest Accrual Period related to such Distribution Date;


 


(16)     the
Principal Distribution Amount and the Unadjusted Principal Distribution Amount for such Distribution Date, separately identifying
the respective components thereof (and, in the case of any Principal Prepayment or other unscheduled collection of principal Received
by the Trust during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment
or other collection of principal);


 


(17)     the
Class Principal Balance of each Class of Principal Balance Certificates and the Class Notional Amount of each Class of Interest
Only Certificates, outstanding immediately before and immediately after such Distribution Date, separately identifying any reduction
therein pursuant to Section 4.04 on such Distribution Date;


 


(18)     (A)
the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount (including an itemized calculation
thereof) as of the related Determination Date and (B) the aggregate Appraisal Reduction Amount for all Required Appraisal
Loans as of the related Determination Date;


 


(19)     (A)
the loan number for any Mortgage Loan with a Delinquency Advance Reduction Amounts as of the related Determination Date and (B)
the aggregate amount of Delinquency Advance Reduction Amounts as of the related Determination Date;


 


(20)     on
a cumulative basis from the Cut-off Date, the number, aggregate Stated Principal Balance immediately after such Distribution Date
(in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date Principal Balance (in the case of subclauses (C)
and (D)), weighted average extension period (except in the case of subclause (B) and which shall be zero in the case of subclause (C)),
and weighted average anticipated extension period (in the case of subclause (B)) of Mortgage Loans (A) as to which the
maturity dates have been extended, (B) as to which the maturity dates are in the process of being extended, (C) that
have paid off and were


 






    G-2-2 


     


    

 


never
extended, (D) as to which the maturity dates had previously been extended and have paid off and (E) as to which the
maturity dates had been previously extended and are in the process of being further extended;


 


(21)     any
unpaid Interest Distribution Amount in respect of each Class of Certificates after giving effect to the distributions made on such
Distribution Date, and if the full amount of the Principal Distribution Amount was not distributed on such Distribution Date, the
portion of the shortfall affecting each Class of Principal Balance Certificates;


 


(22)     the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated thereto;


 


(23)     the
aggregate unpaid principal balance of the Mortgage Pool outstanding as of the close of business on the related Determination Date;


 


(24)     with
respect to any Mortgage Loan as to which a Liquidation Event occurred during the related Collection Period, (A) the loan number
thereof, (B) the nature of the Liquidation Event and, in the case of a Final Recovery Determination, a brief description of
the basis for such Final Recovery Determination, (C) 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 (D) the aggregate amount of any Realized Loss and Additional Trust Fund Expenses in connection with such Liquidation Event;


 


(25)     with
respect to any REO Property as to which a Final Recovery Determination was made during the related Collection Period, (A) the
loan number of the related Mortgage Loan, (B) a brief description of the basis for the Final Recovery Determination, (C) the
aggregate of all Liquidation Proceeds and other amounts Received by the Trust with respect to such REO Property during the related
Collection Period (separately identifying the portion thereof allocable to distributions on the Certificates), (D) the aggregate
amount of any Realized Loss and Additional Trust Fund Expenses in respect of the related REO Mortgage Loan in connection with such
Final Recovery Determination and (E) if available, the Appraised Value of such REO Property as expressed in the most recent appraisal
thereof and the date of such appraisal;


 


(26)     (A)
the aggregate amount of unreimbursed P&I Advances that had been outstanding with respect to the Mortgage Pool at the close
of business on the related Determination Date and the aggregate amount of any interest accrued and payable to the Master Servicer
or the Trustee in respect of any such unreimbursed P&I Advances in accordance with Section 4.03 as of the close
of business on such related Determination Date and (B) the aggregate amount of unreimbursed Servicing Advances that had been
outstanding with respect to the Mortgage Pool as of the close of business on the related Determination Date and the aggregate amount
of interest accrued and payable to the Master Servicer, the Special Servicer or the Trustee in respect of such unreimbursed Servicing
Advances in accordance with Section 3.11(g) as of the close of business on such related Determination Date;


 






    G-2-3 


     


    

 


(27)     the
aggregate amount of any interest on Advances in respect of the Mortgage Pool paid to the Master Servicer and the Trustee or any
other party hereto during the related Collection Period in accordance with Section 3.11(g) and/or Section 4.03(d);


 


(28)     a
loan-by-loan listing of any Mortgage Loan that was defeased, if applicable, during the related Collection Period;


 


(29)     the
amount of Excess Liquidation Proceeds held in the Excess Liquidation Proceeds Account as of the end of the related Collection Period;


 


(30)     the
amounts of the distributions made to the Holders of the Class R Certificates on such Distribution Date;


 


(31)     with
respect to any Mortgage Loan that was the subject of any material modification, extension or waiver during the related Collection
Period, (A) the loan number thereof, (B) the unpaid principal balance thereof and (C) a brief description of such
modification, extension or waiver, as the case may be;


 


(32)     with
respect to any Mortgage Loan as to which an uncured and unresolved Material Breach or Material Document Defect is alleged to exist,
(A) the loan number thereof, (B) the unpaid principal balance thereof, (C) a brief description of such alleged Material
Breach or Material Document Defect, as the case may be, and (D) the status of such alleged Material Breach or Material Document
Defect, as the case may be, including any actions known to the Certificate Administrator that are being taken by or on behalf of
the Mortgage Loan Seller;


 


(33)     with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property during the related Collection Period,
the loan number of such Mortgage Loan and the Stated Principal Balance of such Mortgage Loan as of the related date of acquisition
by the Trust Fund;


 


(34)     the
aggregate of (A) all Realized Losses incurred during the related Collection Period and, as of the related Determination Date,
from the Closing Date and (B) all Additional Trust Fund Expenses (with a description thereof) incurred during the related
Collection Period and, as of the related Determination Date, from the Closing Date;


 


(35)     the
aggregate of all Realized Losses and Additional Trust Fund Expenses that remain unallocated immediately following such Distribution
Date; and


 


(36)     the
Certificate Factor for each Class of Certificates immediately following such Distribution Date.


 


In the case of information provided
to the Trustee as a basis for information to be furnished pursuant to clauses (5) through (11), (18), (22) through (27), and
(30) through (35) above, insofar as the underlying information is solely within the control of the Depositor, the Special Servicer
or the Master Servicer, the Certificate Administrator may, absent manifest error, conclusively rely on the reports to be provided
by the Depositor, the Special Servicer or the Master Servicer, as the case may be.


 






    G-2-4 


     


    

 


EXHIBIT H



[RESERVED]


 






    H-1 


     


    

 


EXHIBIT I-1



FORM OF NOTICE AND ACKNOWLEDGMENT

CONCERNING REPLACEMENT OF SPECIAL SERVICER


 


[Date]


 


Moody’s Investors Service, Inc.

[                                           ]


 


Attn: ______________


 


Fitch Ratings, Inc.

[                                           ]


 


Attn: ______________


 


Kroll Bond Rating Agency, Inc.

[                                           ]


 


Attn: ______________


 


		Re:	LSTAR Commercial Mortgage Trust 2017-5,

Commercial Mortgage Pass-Through Certificates, Series 2017-5



 


Ladies and Gentlemen:


 


This notice is being delivered pursuant
to [Section 6.05] of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Agreement”)
between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee,
and Hudson Americas L.P., as Special Servicer, the undersigned as Trustee, and relating to LSTAR Commercial Mortgage Trust 2017-5,
Commercial Mortgage Pass-Through Certificates, Series 2017-5 (the “Certificates”). Capitalized terms used
but not otherwise defined herein shall have respective meanings assigned to them in the Agreement.


 


Notice is hereby given that ____________________________________
has designated ________________________________ to serve as the Special Servicer under the Agreement.


 


The designation of ____________________________
as Special Servicer will become final if certain conditions are met and each Rating Agency delivers to Wilmington Trust, National
Association, the trustee under the Agreement (the “Trustee”), written confirmation that if the person designated
to become the Special Servicer were to serve as such, such event would


 






    I-1-1 


     


    

 


not
result in a qualification, downgrade or withdrawal of any Class of Rated Certificates then rated by such Rating Agency. Accordingly,
such confirmation is hereby requested as soon as possible.


 


Please acknowledge receipt of this
notice by signing the enclosed copy of this notice where indicated below and returning it to the Trustee, in the enclosed stamped
self-addressed envelope.


 





	 	Very truly yours,
	 	 
	 	[                         ]
	 	 
	 	Name:
	 	Title:
	 	 	 	 
	Receipt acknowledged:	 	 
	 	 	 
	Moody’s
Investors Service, Inc.	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:

Title:

Date:	 	 
	 	 	 
	Fitch Ratings,
Inc.	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:

Title:

Date:	 	 	 
	 	 	 	 	 
	KROLL BOND RATING
AGENCY, INC.	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:

Title:

Date:	 	 






 



    I-1-2 


     


    







  


EXHIBIT I-2



FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


 


[Date]


 


[CERTIFICATE ADMINISTRATOR]

[TAX ADMINISTRATOR]

[TRUSTEE]

[MASTER SERVICER]

[DEPOSITOR]

[SPECIAL SERVICER]


 


		Re:	LSTAR Commercial Mortgage Trust 2017-5,

Commercial Mortgage Pass-Through Certificates, Series 2017-5



 


Ladies and Gentlemen:


 


Pursuant to Section 6.05
of the Pooling and Servicing Agreement, dated as of March 1, 2017 relating to LSTAR Commercial Mortgage Trust 2017-5, Commercial
Mortgage Pass-Through Certificates, Series 2017-5 (the “Agreement”), the undersigned hereby agrees with
all the other parties to the Agreement that the undersigned shall serve as the Special Servicer under the Agreement. The undersigned
hereby acknowledges and agrees that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the
full extent indicated therein in the capacity of the Special Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 2.06 of the Agreement, with the following corrections with respect
to type of entity and jurisdiction of organization: ____________________. Capitalized terms used but not otherwise defined herein
shall have respective meanings assigned to them in the Agreement.


 





	 	 	 
	 	By:	 
	 	Name: 

Title:



 






    I-2-1 


     


    

 





EXHIBIT J



FORM OF UCC-1 FINANCING STATEMENT


 


Seller/Debtor:


 


LStar Depositor, LLC

2711 N. Haskell Avenue, Suite 1700

Dallas, Texas 75204


 


Buyer/Secured Party:


 


Wilmington Trust, National Association

as Trustee for the registered holders of

LSTAR Commercial Mortgage Trust 2017-5,

Commercial Mortgage Pass-Through Certificates, Series 2017-5

[ADDRESS]

Attention: [________]


 


Text:


 


See Exhibit I attached hereto and made a part hereof.


 


A sale by the Seller/Debtor of, or a grant by the Seller/Debtor
of a security interest in, any collateral described in this financing statement will violate the rights of the Buyer/Secured Party.


 






    J-1 


     


    

 


EXHIBIT I to EXHIBIT J


 


Seller/Debtor:


 


LStar Depositor, LLC

2711 N. Haskell Avenue, Suite 1700

Dallas, Texas 75204


 


Buyer/Secured Party:


 


Wilmington Trust, National Association

as Trustee for the registered holders of

LSTAR Commercial Mortgage Trust 2017-5,

Commercial Mortgage Pass-Through Certificates, Series 2017-5

[ADDRESS]

Attention: [________]


 


Description of the Property Covered:


 


This Exhibit I is attached to
and incorporated in a financing statement pertaining to LStar Depositor, LLC as depositor (referred to as the “Seller/Debtor”
for the purpose of this financing statement only), and Wilmington Trust, National Association, as trustee for the holders of the
Series 2017-5 Certificates (referred to as the “Buyer/Secured Party” for purposes of this financing statement
only) of the LSTAR Commercial Mortgage Trust 2017-5 under that certain Pooling and Servicing Agreement, dated as of March 1, 2017
(as amended, restated, supplemented or otherwise modified from time to time, the “Pooling and Servicing Agreement”),
among the Seller/Debtor as depositor (the “Depositor”), the Buyer/Secured Party as trustee, Wells Fargo Bank,
National Association, as certificate administrator, as tax administrator and as custodian, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), and Hudson Americas L.P., as special servicer
(the “Special Servicer”), relating to the issuance of the LSTAR Commercial Mortgage Trust 2017-5, Commercial
Mortgage Pass-Through Certificates, Series 2017-5 (collectively, the “Series 2017-5 Certificates”).
Capitalized terms used herein and not defined herein shall have the respective meanings given to them in the Pooling and Servicing
Agreement.


 


The attached financing statement covers
all of the Seller/Debtor’s right, title and interest in and to the following, whether now owned or existing or hereafter
acquired or arising:


 


(1) the Mortgage
Loans, together with all documents delivered or caused to be delivered under the Pooling and Servicing Agreement with respect to
the Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files
and any related Additional Collateral),


 


(2) all principal
and interest received on or with respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments of interest
and principal due and payable on such Mortgage Loans on or prior to their


 






    J-2 


     


    

 


respective
Cut-off Dates or, in the case of a Replacement Mortgage Loan, on or prior to the related date of substitution),


 


(3) all amounts held
from time to time in each Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Account and, if established, the REO Accounts, and all investment earnings on such amounts,


 


(4) all of the Depositor’s
right, title and interest under Sections 2, 3, 4 (other than Section 4(c)) and 5 ((other than Section 5(f))
and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of the Mortgage Loan
Purchase Agreement,


 


(5) all of the Depositor’s
right, title and interest under the Mortgage Loan Purchase Agreement Partial Guaranty,


 


(6) all other assets
included or to be included in the Trust Fund,


 


(7) any REO Property acquired
in respect of an Original Mortgage Loan, and


 


(8) all income, payments,
products and proceeds of any of the foregoing, together with any additions thereto or substitutions therefor.


 


BUYER/SECURED PARTY AND SELLER/DEBTOR INTEND THE TRANSACTIONS CONTEMPLATED
BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A PURCHASE AND SALE OF THE COLLATERAL. THIS FILING SHOULD NOT BE CONSTRUED
AS A CONCLUSION THAT A PURCHASE AND SALE HAS NOT OCCURRED OR TO INDICATE THAT THIS FILING IS NECESSARY IF NOT REQUIRED. IF A PURCHASE
AND SALE HAS NOT OCCURRED, THIS FILING IS INTENDED TO PERFECT A SECURITY INTEREST IN THE COLLATERAL IN ADDITION TO ANY OTHER MEANS.


 






    J-3 


     


    

 


Exhibit A to Exhibit I to Exhibit J


 


SCHEDULE OF MORTGAGE LOANS



[Schedule shall list the following information for each Mortgage Loan:


 


(i) Mortgage Loan number (as shown in the Offering Circular),

(ii) Mortgaged Property (a) name, (b) address, (c) city,

(d) state and (e) ZIP code, (iii) Cut-off Date Principal Balance

and (iv) Mortgage Rate]


 






    J-4 


     


    

 


EXHIBIT K-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTIES

(for Persons other than the Directing Certificateholder

and/or a Controlling Class Certificateholder)


 


[Date]


 




Wells Fargo Bank, National Association





9062 Old Annapolis Road

Columbia, MD 21045


Attention: Corporate Trust Services (CMBS)


LSTAR Commercial Mortgage Trust 2017-5


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 


		Attention:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5, Class __ Certificates



 


In accordance with the Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), between LStar Depositor, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas L.P., as Special
Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above or
a Companion Loan Holder (or any investment advisor, manager or other representative of the foregoing).


 


2.       The
undersigned is not a Borrower Party. For the purpose of this certification, “Borrower Party” means: (i) A Borrower;
(ii) a Mortgagor; (iii) a manager of a Mortgaged Property, (iv) an Accelerated Mezzanine Lender; or (v) any Borrower Party Affiliate.


 


3.       The
undersigned is requesting access pursuant to the 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 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 Certificate Administrator, be otherwise disclosed
by


 






    K-1A-1 


     


    

 


the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of the Agreement by itself or any of its Representatives.


 


5.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that
the representations herein contained remain true and correct.


 


6.       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.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


8.       All
terms and agreements set forth in this certification shall expire (a) if the undersigned is or becomes a certificateholder or beneficial
owner, one year from the date as of which the undersigned is no longer a certificateholder or beneficial owner, as applicable,
and (b) if the undersigned is a prospective purchaser that does not become a certificateholder or beneficial owner, one year from
the date of this certification.


 


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.


 





	 	 
	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion Loan Holder]
	 	 
	By:	 



 


	Name:	 



 


	Title:	 





 






    K-1A-2 


     


    

 





	Company:	 


 





	Phone:	 





 



    K-1A-3 


     


    







 


EXHIBIT K-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTIES

(for the Directing Certificateholder and/or a Controlling Class Certificateholder)


 


[Date]


 




Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045


Attention: Corporate Trust Services (CMBS)


LSTAR Commercial Mortgage Trust 2017-5


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 


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)


LSTAR Commercial Mortgage Trust 2017-5


 


Hudson Americas L.P.

2711 N. Haskell Avenue

Suite 1800, Dallas, Texas 75204

Attention: Legal Department


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo


401 S. Tryon Street, 8th Floor


MAC D1050-084

Charlotte, North Carolina 28202

Attention: LSTAR 2017-5 Asset Manager


 


		Attention:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5, Class __ Certificates



 


In accordance with the Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), between LStar Depositor, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas L.P., as Special
Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    K-1B-1 


     


    

 


		1.	The undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder] and
is not a Conflicted Holder.



 


2.       The
undersigned is requesting access pursuant to the 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 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 Certificate Administrator, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


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.


 


3.       The
undersigned shall be fully liable for any breach of the Agreement by itself or any of its Representatives.


 


4.       At
any time the undersigned becomes a Conflicted Holder, the undersigned shall deliver the certification attached as Exhibit K-2B
to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit K-3A and Exhibit K-3B to the Agreement.


 


5.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that
the representations herein contained remain true and correct.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


7.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


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.


 






    K-1B-2 


     


    

 










	 	 
	[Directing Certificateholder] [Controlling
Class Certificateholder]
	 	 
	By:	 



 


	Name:	 



 


	Title:	 





 





	Company:	 


 





	Phone:	 




 



    K-1B-3 


     


    










 


EXHIBIT K-2A



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTIES

(for Persons other than the Directing Certificateholder

and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road

Columbia, MD 21045


Attention: Corporate Trust Services (CMBS)


LSTAR Commercial Mortgage Trust 2017-5


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 


		Attention:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5, Class __ Certificates



 


In accordance with the Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), between LStar Depositor, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas L.P., as Special
Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and
is neither a Controlling Class Certificateholder nor Directing Certificateholder.


 


2.       The
undersigned is a Borrower Party. For the purpose of this certification, “Borrower Party” means: (i) A Borrower; (ii)
a Mortgagor; (iii) a manager of a Mortgaged Property, (iv) an Accelerated Mezzanine Lender; or (v) any Borrower Party Affiliate.


 


3.       The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”),
and agrees (i) to 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 (ii) to use such Information for the sole purpose
of evaluating the purchase of the related Certificates, and such Information will not, without the prior written consent of the
Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


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


 






    K-2A-1 


     


    

 


the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of the Agreement by itself or any of its Representatives.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


6.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified that
the representations herein contained remain true and correct.


 


7.       All
terms and agreements set forth in this certification shall expire (a) if the undersigned is or becomes a certificateholder or beneficial
owner, one year from the date as of which the undersigned is no longer a certificateholder or beneficial owner, as applicable,
and (b) if the undersigned is a prospective purchaser that does not become a certificateholder or beneficial owner, one year from
the date of this certification.


 


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.


 










	 	 
	[Borrower Party]
	 	 
	By:	 



 


	Name:	 



 


	Title:	 





 





	Company:	 


 





	Phone:	 




 






    K-2A-2 


     


    

 





EXHIBIT K-2B



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTIES

(for the Directing Certificateholder

and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045


Attention: Corporate Trust Services (CMBS)


LSTAR Commercial Mortgage Trust 2017-5


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 


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)

LSTAR Commercial Mortgage Trust 2017-5


 


Hudson Americas L.P.

2711 N. Haskell Avenue

Suite 1800, Dallas, Texas 75204

Attention: Legal Department


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo


401 S. Tryon Street, 8th Floor


MAC D1050-084

Attention: LSTAR 2017-5 Asset Manager


 


		Attention:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5, Class __ Certificates



 


In accordance with the Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), between LStar Depositor, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas L.P., as Special
Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    K-2B-1 


     


    

 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder] and is a Conflicted Holder and the applicable
[Conflicted Loans][Conflicted Controlling Class Loans] are listed on Schedule 1 hereto. The undersigned is not a Conflicted Holder
with respect to any other Mortgage Loan.


 


2.       The
undersigned is a Borrower Party. For the purpose of this certification, “Borrower Party” means: (i) A Borrower; (ii)
a Mortgagor; (iii) a manager of a Mortgaged Property, (iv) an Accelerated Mezzanine Lender; or (v) any Borrower Party Affiliate.


 


3.       Except
for the Conflicted Information in respect of a Conflicted Controlling Class Loan, the undersigned is requesting access pursuant
to the Distribution Date Statement information in accordance with the Agreement (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 Agreement.


 


In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned agrees to 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 Certificate Administrator, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       To
the extent the undersigned receives access pursuant to the Agreement to any confidential or privileged information related to any
Conflicted Controlling Class Loan (the “Conflicted Loan Information”) on the Certificate Administrator’s
website or otherwise receives access to such Conflicted Loan Information in connection with its duties, or exercise of its rights,
under the Agreement, the undersigned (i) shall not directly or indirectly provide any information related to the Conflicted Controlling
Class Loan to the related Borrower or (A) any employees or personnel of the undersigned or any Affiliate involved in the management
of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that
holds a direct or indirect ownership interest in the related Borrower, 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.


 


5.       The
undersigned shall be fully liable for any breach of the Agreement by itself or any of its Representatives.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    K-2B-2 


     


    

 


7.       The
undersigned agrees that each time it accesses the Information or Conflicted Loan Information on the Certificate Administrator’s
Website, it is deemed to have recertified that the representations herein contained remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


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] [Controlling
Class Certificateholder]
	 	 
	By:	 



 


	Name:	 



 


	Title:	 





 





	Company:	 


 





	Phone:	 




 






    K-2B-3 


     


    

 





SCHEDULE 1 to EXHIBIT K-2B


 


[CONFLICTED LOANS][CONFLICTED CONTROLLING CLASS LOANS]


 


	Loan Number	Loan/Property Name
	 	 
	 	 
	 	 



 






    K-2B-4 


     


    

 


EXHIBIT K-3A


 


FORM OF NOTICE OF CONFLICTED HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        

        401 S. Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: LSTAR 2017-5 Asset Manager

         
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  LSTAR 2017-5
	
        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        Columbia, MD 21045

        

        Attention: Corporate Trust Services (CMBS)

        

        LSTAR Commercial Mortgage Trust 2017-5

        

        trustadministrationgroup@wellsfargo.com

        

        cts.cmbs.bond.admin@wellsfargo.com

        
	 


 


		Re:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
2017-5



 


In accordance with Section 8.12(f)
of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), LStar
Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Tax Administrator and Custodian,
Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Master Servicer, and Hudson Americas
L.P., as Special Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates,
Series 2017-5 (the “Certificates”), the undersigned (the “Conflicted Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder] [a Controlling Class Certificateholder] as of the date hereof.


 


2.       The
undersigned has become a Conflicted Holder with respect to the following Mortgage Loans:


 






    K-3A-1 


     


    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit K-3B to the Pooling and
Servicing Agreement, requesting termination of access to any Conflicted Loan Information. The undersigned acknowledges that it
may not and shall not access any Conflicted Loan Information with respect to such [Conflicted Loan][Conflicted Controlling Class
Loan] unless and until it has delivered notice of the termination of the related Conflicted Holder status in accordance with Section
8.12(f) of the Pooling and Servicing Agreement.


 


4.       The
undersigned agrees to indemnify and hold harmless the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer (as applicable), the Depositor, and the Trust 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 Conflicted Loan Information with respect to any of the [Conflicted
Loans][Conflicted Controlling Class Loans] listed in Paragraph 2 above, provided that such access is not a result of such indemnified
party’s negligence, bad faith or willful misconduct.


 


Capitalized terms used but not defined
herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized officer,
as of the day and year written above.


 





	 	[Directing Certificateholder] [Controlling Class Certificateholder]
	 	 
	By: 

Name:

Title:

Phone:

Email:

Address:	 



 






    K-3A-2 


     


    

  


EXHIBIT K-3B


 


FORM OF NOTICE OF CONFLICTED HOLDER TO CERTIFICATE
ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        Columbia, MD 21045

        

        Attention: Corporate Trust Services (CMBS)

        

        LSTAR Commercial Mortgage Trust 2017-5

        

        trustadministrationgroup@wellsfargo.com

        

        cts.cmbs.bond.admin@wellsfargo.com

        

         

        with a copy to:

        

	Wells Fargo Bank, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention:  LSTAR 2017-5



 

		Re:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series
2017-5



 


In accordance with Section 8.12(f)
of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), LStar
Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Tax Administrator and Custodian,
Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Master Servicer, and Hudson Americas
L.P., as Special Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates,
Series 2017-5 (the “Certificates”), the undersigned (the “Conflicted Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Directing Certificateholder] [a Controlling Class Certificateholder] as of the date hereof, and has become
a Conflicted Holder with respect to certain Mortgage Loans.


 


2.       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 LSTAR 2017-5 transaction should be revoked as to such users:


 






    K-3B-1 


     


    

 





	 
	 
	 
	 



  


3.       The
undersigned acknowledges that it may not and shall not access any Conflicted Loan Information with respect to such [Conflicted
Loan][Conflicted Controlling Class Loan] unless and until it is no longer a Conflicted Holder with respect to such [Conflicted
Loan][Conflicted Controlling Class Loan] and has submitted an investor certification in the form of Exhibit K-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.


 


IN WITNESS WHEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized officer,
as of the day and year written above.


 





	 	[Directing Certificateholder][Controlling Class Certificateholder]
	 	 
	 	Name:

Title:

Phone:

Email:

Address:
	 	 
	The undersigned hereby acknowledges that access to CTSLink has

        been revoked for the users listed in Paragraph 2.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate

Administrator

 	 
	Name:
 Title:

                                            

                                            
	 








 






    K-3B-2 


     


    

 


EXHIBIT K-4

FORM OF INVESTOR CONFIDENTIALITY AGREEMENT


 


[Date]


 


LStar Depositor, LLC


 


		Attention:	LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5



 


		Re:	Information Regarding LSTAR Commercial Mortgage Trust 2017-5,

                                                                                Commercial Mortgage Pass-Through Certificates, Series 2017-5




 


Ladies and Gentlemen:




 


In connection with the LSTAR Commercial
Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5 (the “Certificates”), we acknowledge
that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer, and/or Hudson Americas L.P., as Special
Servicer (and may have been previously furnished) with certain information (the “Information”). For the purposes of
this letter agreement (this “Agreement”), “Representative” of a Person refers to such Person’s directors,
officers, employees, and agents; and “Person” refers to any individual, group or entity.


 


In connection with and in consideration
of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information solely
for purposes of [making investment decisions with respect to the above-referenced Certificates]1 and will not disclose
such Information to any other Person or entity unless required to do so by law; provided such Information may be disclosed to the
auditors and regulators of the undersigned or to any person or entity that [is contemplating the purchase of any Certificate held
by the undersigned or of an interest therein, but only if such person or entity confirms in writing such contemplation of a prospective
ownership interest and agrees in writing to keep such Information confidential]2.


 


The undersigned shall be fully liable
for any breach of this agreement by itself or any of its Representatives.


 





 



 





1
Solely in connection with the execution of the certification by a Directing Certificateholder (other than the initial Directing
Certificateholder) under Section 3.23(b) of the Pooling and Servicing Agreement, the bracketed text shall be replaced with “for
purposes of our activities as the Directing Certificateholder”.


 


2 Solely in connection with
the execution of the certification by a Directing Certificateholder (other than the initial Directing Certificateholder) under
Section 3.23(b) of the Pooling and Servicing Agreement, the bracketed text shall be replaced with “(a) is a party to the
Pooling and Servicing Agreement, (b) then constitutes the Majority Controlling Class Certificateholder or (c) has been designated
as a replacement Directing Certificateholder under the Pooling and Servicing Agreement referred to below”.


   



    K-4-1 


     


    




 


This Agreement shall not apply to any
of the Information which: (i) is or becomes generally available and known to the public other than as a result of a disclosure
directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential basis from
a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality
to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.


 


This Agreement shall expire (a) if
the undersigned is or becomes a certificateholder or beneficial owner, one year from the date as of which the undersigned is no
longer a certificateholder or beneficial owner, as applicable, and (b) if the undersigned is a prospective purchaser that does
not become a certificateholder or beneficial owner, one year from the date of this Agreement.


 


Capitalized terms used but not defined
herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of March 1, 2017, between
LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Tax Administrator and
Custodian, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Master Servicer, and
Hudson Americas L.P., as Special Servicer.


 


This Agreement, when signed by us,
will constitute our agreement with respect to the subject matter contained herein.













	 	 
	Very truly yours,
	 
	[NAME OF ENTITY]
	 	 
	By:	 






	Name:	 






	Title:	 








	Company:	 








	Phone:	 




 



		cc:	[_______________]






[_______________]


 






    K-4-2 


     


    

 


EXHIBIT K-5

FORM OF NOTICE OF MEZZANINE COLLATERAL FORECLOSURE


 


Wells Fargo Bank, National Association





9062 Old Annapolis Road

Columbia, MD 21045


Attention: LSTAR 2017-5


 


		Attention:	LSTAR Commercial Mortgage Securities Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5, Class __ Certificates



 


In accordance with the Pooling and
Servicing Agreement, dated as of March 1, 2017 (the “Agreement”), between LStar Depositor, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas L.P., as Special
Servicer, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5,
the undersigned hereby notifies you that the following [Mezzanine Lenders] have accelerated the [Mezzanine Loan] and/or have commenced
foreclosure proceedings against the related mezzanine collateral:


 


[__________________]


 


As set forth in the Agreement, you
are required to cause such [Mezzanine Lender] to re-submit any Investor Certification previously delivered by such [Mezzanine Lender],
prior to allowing it access to the information on the Certificate Administrator’s Website, to the extent such information
is accessible only to Privileged Persons.


 


Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Agreement.





	 	 
	[SPECIAL SERVICER]
	 	 
	By:	 






	Name:	 






	Title:	 





 






    K-5-1 


     


    







 


EXHIBIT L



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICERS AND SPECIAL SERVICERS


 


LIMITED POWER OF ATTORNEY


 


RECORDING REQUESTED BY:


{insert address}


 


 SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


Wilmington Trust, National Association, a national banking association
organized and existing under the laws of the United States and having an office at 1100 North Market Street, Wilmington, Delaware
19890, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints (insert servicer
name) , (“[Master] [Special] Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any officer appointed
by the [Board of Directors] of (“[Master] [Special] Servicer”), to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through [(7)][(11)]
below; 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 Pooling and Servicing Agreement dated as of March 1, 2017 (the “Agreement”)
by and between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association, as the Master Servicer (“Master
Servicer”), Wilmington Trust, National Association, as the Trustee, Hudson Americas L.P., as the Special Servicer (“Special
Servicer”), and Wells Fargo Bank, National Association, as the Certificate Administrator, Tax Administrator and Custodian,
on behalf of the LSTAR 2017-5 Trust, and no power is granted hereunder to take any action that would be adverse to the interests
of Wilmington Trust, National Association.


 


This Limited Power of Attorney is being issued in connection with [Master]
[Special] Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee. The
Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of security instruments
(collectively the “Security Instruments”) encumbering any and all real and personal property delineated therein (the
“Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


 


1.       Demand, sue for, recover, collect
and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging
to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not
limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices
of default, and/or notices of sale,


 






    L-1 


     


    

 


accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or
local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for
temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual
or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as may
be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.       Execute and/or file such documents
and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve any litigation where the
[Master] [Special] Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination, cancellation,
rescission and settlement.


 


3.       Transact business of any kind
regarding the Loans.


 


4.       Obtain an interest in the Property
and/or building thereon, as the Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence
of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.       Execute, complete, indorse or
file bonds, notes, mortgages, deeds of trust and other contracts, agreements and instruments regarding the Borrowers and/or the
Property, including but not limited to the execution of estoppel certificates, financing statements, continuation statements, releases,
satisfactions, assignments, loan modification agreements, payment plans, waivers, consents, amendments, forbearance agreements,
loan assumption agreements, subordination agreements, property adjustment agreements, management agreements, listing agreements,
purchase and sale agreements and other instruments pertaining to mortgages or deeds of trust, and execution of deeds and associated
instruments, if any, conveying the Property, in the interest of the Trustee.


 


6.       Endorse on behalf of the undersigned
all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release
or amend letters of credit as Property securing the Loans.


 


7.       Such other actions and file such
other instruments and certifications as are reasonably necessary to complete or accomplish the [Master] [Special] Servicer’s
duties and responsibilities under the Agreement.


 


8.       [For Special Servicer: Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.]


 


9.       [For Special Servicer: Subordinate
the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.]


 






    L-2 


     


    

 


10.       [For Special Servicer: Convey
the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey title to
real estate owned property (“REO Property”).]


 


11.       [For Special Servicer: Execute
and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property to a party
contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.]


 


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 as of [date].


 


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.


 


The [Master] [Special] Servicer hereby agrees to indemnify and hold Wilmington
Trust, National Association, as 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 and its directors, officers, employees and agents by reason or result of the negligent
use, or negligent or willful misuse of this Limited Power of Attorney by the [Master] [Special] Servicer. The foregoing indemnity
shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of Wilmington
Trust, National Association, as Trustee under the Agreement.


 


Witness my hand and seal this              
day of                        ,
2017.


 






    L-3 


     


    

 





	 	 	 	 	 
	NO CORPORATE SEAL	 	Wilmington Trust, National Association,

            as Trustee for the registered
holders of

 LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5

	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	 	 , Vice President
	 	 	 	 	 
	 	 	 	By:	 
	Witness: 	 	 	 	, Vice President
	 	 	 	 	 
	 	 	 	 	 
	Attest:	, Trust Officer	 	 	 	 



 






    L-4 


     


    

 


CORPORATE ACKNOWLEDGMENT


 


State of Delaware


 


County of New Castle


 


On this        day of                      ,
2017, before me, the undersigned, a Notary Public in and for said County and State, personally appeared                        ,
                       
and                        ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument
as __________, __________ and __________, respectively of Wilmington Trust, National Association, a national banking association,
and acknowledged to me that such national banking association executed the within instrument pursuant to its by-laws or a resolution
of its Board of Directors.


 


WITNESS my hand and official seal.


 





	Signature:	 	 	 
	 	 	 	 
	My commission expires:	 	Document drafted by
	 	 	Wilmington Trust, National
Association, as Trustee



 






    L-5 


     


    

  


EXHIBIT M


 


FORM OF FINAL CERTIFICATION OF CUSTODIAN


 


[Date]


 


[PARTIES TO POOLING AND SERVICING AGREEMENT]

[MORTGAGE LOAN SELLER]

[SERVICED PARI PASSU COMPANION LOAN HOLDERS]


[MAJORITY CONTROLLING CLASS CERTIFICATEHOLDER]


[Directing Certificateholder]


 


		Re:	LSTAR Commercial Mortgage Trust 2017-5,

Commercial Mortgage Pass-Through Certificates, Series 2017-5



 


Ladies and Gentlemen:


 


In accordance with Section 2.02(b)
of that certain Pooling and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”)
pursuant to which the certificates of the above-referenced series were issued, the undersigned hereby certifies that, with respect
to each Original Mortgage Loan subject to the Pooling and Servicing Agreement, and subject to the exceptions noted in Schedule
I attached hereto, that: (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage
File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with an original lost note affidavit and
indemnity) and, except with respect to a Non-Serviced Mortgage Loan, the original or copy of documents specified in clauses (ii),
(iii), (iv) (without regard to the verification of the effective date with respect to a title policy or the
date of funding with respect to a title commitment), (v) (if applicable), clauses (vi)–(viii), (x)
and (xx)(if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition
of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing
Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian
of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received
by it with respect to the items listed in clauses (i) through (iv), (v)(if applicable), clauses (vi)–(viii),
(x) and (xx)(if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property)
of the definition of “Mortgage File” (A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to
relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this
Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (i), (ii), (iii)(without regard to zip
code) and (iv) (only with respect to the original principal balance) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the related Mortgage File.


 






    M-1 


     


    

 


Capitalized terms used but not defined
herein shall have the meanings given them in the Pooling and Servicing Agreement.





	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Custodian
	 	 
	By:	 
	 	Name:

 Title:



 






    M-2 


     


    




 


Schedule I to Exhibit M


 


SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


 


(under Section 2.02(b) of the Pooling and Servicing
Agreement)







 






     


     


    

 


EXHIBIT N

FORM OF DEFEASANCE CERTIFICATION


 


For any loan that is not among ten (10) largest
loans in pool, with outstanding balance of (a) $35,000,000 or less, or (b) less than 5% of outstanding pool balance,
whichever is less


 


		To:	Moody’s Investors Service, Inc.

[                                        ]



 


Attn: ______________


 


Fitch Ratings, Inc.

[                                        ]


 


Attn: ______________


 


Kroll Bond Rating Agency, Inc.

[                                        ]


 


Attn: ______________


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer (a “Master Servicer”) under the Pooling
and Servicing Agreement dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor,
LLC, as Depositor, Wells Fargo Bank, National Association, as master servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, as Tax Administrator, and as Custodian, Wilmington Trust, National Association, as Trustee, and Hudson Americas
L.P., as Special Servicer.



 


		Date:	_________, 20___



 


		Re:	LSTAR Commercial Mortgage Trust 2017-5,
 Commercial Mortgage Pass-Through Certificates, Series 2017-5
 Mortgage loan (the “Mortgage Loan”) identified by 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:


 


		1.	Notify you that the Borrower has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:



 






    N-1 


     


    

 


		____	a full defeasance of the payments scheduled to be due in respect of the entire Stated Principal Balance of the Mortgage Loan;
or



 


		____	a partial defeasance of the payments scheduled to be due in respect of a portion of the Stated Principal Balance of the Mortgage
Loan that represents ___% of the entire Stated Principal Balance of the Mortgage Loan and, under the Mortgage, has an allocated
loan amount of $____________ or _______% of the entire Stated Principal Balance;



 


		2.	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 Standard, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:



 


		a.	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.



 


		b.	The defeasance was consummated on __________, 20__.



 


		c.	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. § 80a-1 et seq.), (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) are
rated ‘AAA’ by Standard & Poor’s, (iv) if they include a principal obligation, the principal due at
maturity cannot vary or change, and (v) are not subject to prepayment, call or early redemption. Such securities have the
characteristics set forth below:



 


	CUSIP	RATE	MAT	PAY DATES	ISSUED



 

		d.	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.



 


		e.	The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
as to which one of the statements checked below is true:



 






    N-2 


     


    

 


		____	the related Borrower was 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”)) 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;



 


		____	the related Borrower designated a Single-Purpose Entity (as defined in the S&P Criteria) to own the defeasance collateral;
or



 


		____	the Master Servicer designated a Single-Purpose Entity (as defined in the S&P Criteria) established for the benefit of
the Trust to own the defeasance collateral.



 


		f.	The Master Servicer received a broker or similar confirmation of the credit, or the accountant’s letter described below
contained statements that it reviewed a broker or similar confirmation of the credit, of the defeasance collateral to an Eligible
Account (as defined in the S&P Criteria) in the name of the Defeasance Obligor, which account is maintained as a securities
account by the securities intermediary and has been pledged to the Trustee.



 


		g.	The Agreement executed in connection with the defeasance shall grant control of the pledged Securities Account to the Trustee
and 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”).



 


		h.	The Master Servicer received from the Borrower 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 principal
and interest payments made on 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 Stated Maturity Date, (ii) the revenues
received in any month from the 



 






    N-3 


     


    

 


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.


 


		i.	The Master Servicer received opinions from counsel, who were approved by the Master Servicer in accordance with the Servicing
Standard, that (i) the agreements executed by the Borrower and/or the Defeasance Obligor in connection with the defeasance
are enforceable against them in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditor’s rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) the Trustee
will have a perfected, first priority security interest in the defeasance collateral described above.



 


		j.	The agreements executed in connection with the defeasance (i) permit reinvestment of proceeds of the defeasance collateral
only in Permitted Investments (as defined in the S&P Criteria), (ii) permit release of surplus defeasance collateral and
earnings on reinvestment to the Defeasance Obligor or the Borrower only after the Mortgage Loan has been paid in full, if any such
release is permitted, (iii) prohibit any subordinate liens against the defeasance collateral, and (iv) 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.



 


		k.	The Mortgage Loan is not among the ten (10) largest loans in the Mortgage Pool. The entire Stated Principal Balance of
the Mortgage Loan as of the date of defeasance was $___________ [$35,000,000 or less or less than two percent of the Mortgage Pool
balance, whichever is less], which is less than 2% of the aggregate Certificate Principal Balance of the Certificates as of the
date of the most recent Distribution Date Statement received by us (the “Current Report”).



 


		l.	The defeasance described herein, together with all prior and simultaneous defeasances of Mortgage Loans, brings the total of
all fully and partially defeased Mortgage Loans to $__________________, which is _____% of the aggregate 



 






    N-4 


     


    

 


Certificate
Balance of the Certificates as of the date of the Current Report.


 


		3.	Certify that, in addition to the foregoing, the Master Servicer has imposed such additional conditions to the defeasance (or
waived such conditions), subject to the limitations imposed by the Mortgage Loan Documents, as are consistent with the Servicing
Standard.



 


		4.	Certify that Schedule 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
described above and that originals or copies of such agreements, instruments, documents and opinions have been or will be transmitted
to the Trustee or Custodian on its behalf for placement in the related Mortgage File or, to the extent not required to be part
of the related Mortgage File, are in the possession of the Master Servicer as part of the Master Servicer’s Servicing File.



 


		5.	Certify and confirm that the determinations and certifications described above were rendered in accordance with the Servicing
Standard set forth in, and the other applicable terms and conditions of, the Pooling and Servicing Agreement.



 


		6.	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.



 


		7.	Agree to provide copies of all items listed in Schedule B to you upon request.



 






    N-5 


     


    

 


IN WITNESS WHEREOF, the Master Servicer has caused this
Notice and Certification to be executed as of the date captioned above.





	 	 
	Wells Fargo Bank, National
Association,

as Master Servicer
	 	 
	By:	 
	 	Name:

Title:



 






    N-6 


     


    

 






 





Schedule A to Exhibit N







 


SCHEDULE A


 


SCHEDULE OF EXCEPTIONS TO CERTIFICATION


 






     


     


    

 





Schedule B to Exhibit N


 







SCHEDULE B


 


LIST OF AGREEMENTS, INSTRUMENTS, DOCUMENTS
AND OPINIONS


 






     


     


    

 


EXHIBIT O



[RESERVED]


 






    O-1


     


    

 


EXHIBIT P


 


FORM OF NRSRO CERTIFICATION


 


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045


 


Attention: LSTAR 2017-5


 


		Re:	LSTAR Commercial
                                         Mortgage Trust 2017-5, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-5 



 


Ladies and Gentlemen:


 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2017 (the
“Pooling and Servicing Agreement”), by and between LStar Depositor, LLC, as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Hudson Americas L.P., as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, as Tax Administrator, and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Rating Agency, or is a nationally recognized statistical rating organization that has provided the Depositor with
the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


2.       The
undersigned either (x) has access to the Depositor’s 17g-5 website, and agrees to keep any information obtained from the
17g-5 Information Provider’s website confidential on the same basis as that agreed upon by the undersigned under any confidentiality
agreement applicable to the undersigned with respect to information obtained from the Depositor’s 17g-5 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.


 


3.       The
undersigned agrees that each time it accesses CTSLink, it shall be deemed to have certified that the representations above remain
true and correct.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    P-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 day and year first written above.


 





	 	Very truly yours,
	 	 	 
	 	[NRSRO Name]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:







 


Dated:


 






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ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with [________] (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 LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2017 (the “Pooling and Servicing Agreement”), between LStar Depositor, LLC, as Depositor, Wells
Fargo Bank, National Association, as master servicer, as certificate administrator, as tax administrator and as custodian, Hudson
Americas L.P., as special servicer, 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.


 


		1.	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.



 


		2.	Information to Be Held in Confidence.



 






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		(a)	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”).



 


		(b)	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.



 


		(c)	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:



 


		(i)	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;



 


		(ii)	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



 


		(iii)	use information derived from the Confidential Information in connection with an Intended Purpose, if such derived information
does not reveal any Confidential Information.



 


		3.	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



 






    P-4


     


    

 


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.


 


		4.	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.



 


		5.	Violations of this Confidentiality Agreement.



 


		(a)	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.



 


		(b)	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.



 


		(c)	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 



 






    P-5


     


    

 


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.


 


		6.	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.



 


		7.	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.



 


		8.	Amendments. This Confidentiality Agreement
may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.



 


		9.	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.



 


		10.	Contact Information. Notices for each Furnishing
Entity under this Confidentiality Agreement, shall be directed as set forth below:



 


[__________________]


 






    P-6


     


    

 


EXHIBIT Q


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification
has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction
of the Depositor. If you represent a 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 connection with
the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group Limited,
Interactive Data Corp. and Blackrock Financial Management, Inc. or [_____________], a market data provider that has been given
access to the Distribution Date Statements, 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.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates
were issued.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[______________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:



 




Dated:


 






    Q-1


     


    

 


EXHIBIT R


 


FORM OF NOTICE TO NON-SERVICED

POOLING AND SERVICING AGREEMENT PARTIES


 


[Date]


 


[Non-Serviced Trustee]


 


[Non- Serviced Certificate Administrator]


 


[Non-Serviced Master Servicer]


 


[Non-Serviced Special Servicer]


 


[Non-Serviced Trust Advisor]


 


		Re:	LSTAR Commercial Mortgage Securities Trust 2017-5, Commercial Mortgage Pass-Through
Certificates, Series 2017-5



 


Ladies and Gentlemen:


 


This notice is being
delivered pursuant to Section 3.01(i) of the Pooling and Servicing Agreement, dated as of March 1, 2017 (the “LSTAR
2017-5 Pooling and Servicing Agreement”) between LStar Depositor, LLC, as Depositor, Wells Fargo Bank, National Association,
as master servicer (the “LSTAR 2017-5 Master Servicer”), as certificate administrator (the “LSTAR 2017-5
Certificate Administrator”), as tax administrator and as custodian, Hudson Americas L.P., as special servicer (the “LSTAR
2017-5 Special Servicer”), and Wilmington Trust, National Association, as trustee (the “LSTAR 2017-5 Trustee”),
and relating to the LSTAR Commercial Mortgage Trust 2017-5, Commercial Mortgage Pass-Through Certificates, Series 2017-5 (the
“Certificates”). Capitalized terms used but not otherwise defined herein shall have respective meanings assigned
to them in the LSTAR 2017-5 Pooling and Servicing Agreement.


 


Notice is hereby given
to you, as parties to the Non-Serviced Pooling and Servicing Agreement relating to the [_____] Mortgage Loan, that as of the date
hereof, the LSTAR 2017-5 Trustee is the holder of the [_____] Mortgage Loan for the benefit of the Certificateholders. As such,
we hereby direct you to remit to the LSTAR 2017-5 Master Servicer all amounts payable to, and to forward, deliver or otherwise
make available, as the case may be, to the LSTAR 2017-5 Master Servicer all reports, statements, documents, communications and
other information that are to be forwarded, delivered or otherwise made available to, the holders of the [______] Mortgage Loan
under the related Co-Lender Agreement and the Non-Serviced Pooling and Servicing Agreement referenced above. All amounts payable
to the LSTAR 2017-5 Master Servicer shall, if permitted, be made by wire transfer as follows:


 


		Bank:	Wells Fargo Bank, National Association



 






    R-1


     


    

 


		Account Name:	REAM as Trustee for Various Investors – Incoming
Wires



 


		ABA:	[121000248]



 


		Account #:	[5077594011216]



 


		Reference:	Wells Fargo CMS Loan Number ______________________



 


The contact information
for each of the LSTAR 2017-5 Trustee, the LSTAR 2017-5 Certificate Administrator, the LSTAR 2017-5 Master Servicer, the LSTAR 2017-5
Special Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder” (as such term
is defined in each related Co-Lender Agreement) is provided on Schedule 1 hereto.


 


A copy of the executed
version of the LSTAR 2017-5 Pooling and Servicing Agreement [and a copy of the executed version of the related Co-Lender Agreement]
will be made available to you upon request. Please contact us at (866) 846-4526 if you have any questions.


 





	 	Very truly yours,
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION LSTAR
2017-5 Certificate Administrator
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:



 




    R-2


     


    




 


Schedule 1 to Exhibit R


 


Contact Information


 


Wilmington Trust, National Association

1100 North Market Street





Wilmington, Delaware 19890

Attention: LSTAR 2017-5


 


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – LSTAR 2017-5


 


Wells Fargo Bank, National Association, as Master Servicer

Commercial Mortgage Servicing

Three Wells Fargo





401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: LSTAR 2017-5 Asset Manager


 


Hudson Americas L.P.

2711 N. Haskell Avenue

Suite 1800, Dallas, Texas 75204

Attention: Legal Department







    R-3


     


    




 


SCHEDULE I


 


MORTGAGE LOAN SCHEDULE


 






    S-I-1


     


    

 


SCHEDULE I


 


MORTGAGE LOAN SCHEDULE


 






    S-I-1


     


    

 





	LSTAR Commercial Mortgage Trust 2017-5
	MORTGAGE LOAN SCHEDULE
	 
	
        Loan Number
	
        Number of Properties
	
        Name
	
        Original
Principal Balance
	Cut-off Date Principal Balance	% of Cut- off Date Pool Balance	
        Property Address

	1	1	Charlotte Plaza	70,000,000	70,000,000	9.2%	201 South College Street
	2	1	Torrance Technology Center	63,850,000	63,850,000	8.4%	3100 Lomita Blvd
	3	1	Hotel Gansevoort	60,000,000	60,000,000	7.9%	18 Ninth Avenue
	4	1	Greenwich Financial Center	53,500,000	53,500,000	7.1%	1 Fawcett Place
	5	1	The Frontier	48,250,000	48,250,000	6.4%	200 East 39th Street
	6	1	The Westin Palo Alto	43,000,000	43,000,000	5.7%	675 El Camino Real
	7	1	The Avenue at Norman	40,600,000	40,600,000	5.4%	3301 12th Avenue SE
	8	1	1900 Bryant Street	35,000,000	34,852,342	4.6%	1900 Bryant Street
	9	1	Canyon Corporate Plaza	32,000,000	32,000,000	4.2%	2510 & 2512 West Dunlap Avenue
	10	1	5 Marine View Plaza	30,000,000	30,000,000	4.0%	5 Marine View Plaza
	11	1	189 Bernardo	22,600,000	22,600,000	3.0%	189 N. Bernardo Avenue
	12	1	Merchants Walk	22,500,000	22,500,000	3.0%	2501 Memorial Parkway
	13	1	Campus Edge	22,250,000	22,250,000	2.9%	3551 Cum Laude Court
	14	1	Springfield Corporate Center	20,000,000	20,000,000	2.6%	6225 Brandon Avenue
	15	1	The Crossing	19,825,000	19,825,000	2.6%	9135 Boulevard 26
	16	1	Dowlen Town Center	17,200,000	17,200,000	2.3%	4019 & 4035 N. Dowlen Road
	17	1	The Cottages at Hooper Hollow	16,400,000	16,311,141	2.1%	2743 South Lamar Blvd.
	18	1	The Parker	15,910,000	15,910,000	2.1%	5106 Lamar Blvd
	19	1	Ralph’s El Segundo	15,500,000	15,500,000	2.0%	500-530 Sepulveda Boulevard
	20	1	Ventu Park	15,500,000	15,500,000	2.0%	579-591 North Ventu Park Road
	21	1	Holiday Inn Suites Old Town	15,500,000	15,500,000	2.0%	625 First Street
	22	1	Copperwood Square	14,800,000	14,800,000	2.0%	7000-7044 Sunrise Boulevard
	23	4	West Loop Portfolio (PepperCorn)	14,300,000	14,300,000	1.9%	Various
	23.1	1	1229 West Washington Blvd	7,300,000	7,300,000	1.0%	1229 West Washington Blvd
	23.2	1	1756 West Lake Street	3,900,000	3,900,000	0.5%	1756 West Lake Street
	23.3	1	1658 West Carroll Avenue	1,700,000	1,700,000	0.2%	1658 West Carroll Avenue
	23.4	1	1248 West Washington Blvd	1,400,000	1,400,000	0.2%	1248 West Washington Blvd
	24	1	Normandy Woods	13,700,000	13,700,000	1.8%	695 Normandy Street
	25	1	Whitehorse Road	12,950,000	12,950,000	1.7%	401 White Horse Road
	26	1	Havana Self-Storage	7,500,000	7,425,938	1.0%	2902 South Havana Street
	27	1	Lockaway Leslie Self Storage	7,300,000	7,241,659	1.0%	10507 Shaenfield Road & 8223 Leslie Road
	28	1	Plano Tech Center	6,100,000	6,048,799	0.8%	1001 Klein Road
	29	1	NW Loop 410/Lockaway 410	3,200,000	3,153,348	0.4%	3280 NW Loop 410


 


     


     


    
 

	
        Property City
	
        Property State
	
        Property
Zip Code
	
        Note Date
	
        Title Vesting
(Fee/Leasehold/Both)
	
        Maturity
Date
	Original Term to Maturity	Remaining Term to Maturity	Original Amortization Term
	Charlotte	NC	28244	12/17/2015	Fee & Leasehold	1/6/2023	84	70	0
	Torrance	CA	90505	9/7/2016	Fee Simple	10/6/2019	36	31	0
	New York	NY	10014	2/17/2017	Fee & Leasehold	3/6/2027	120	120	360
	Greenwich	CT	6830	2/7/2017	Fee Simple	3/6/2027	120	120	360
	New York	NY	10016	2/26/2016	Leasehold	3/6/2026	120	108	360
	Palo Alto	CA	94301	1/10/2017	Fee & Leasehold	2/6/2027	120	119	360
	Norman	OK	73072	5/11/2016	Fee Simple	6/6/2026	120	111	360
	San Francisco	CA	94110	12/29/2016	Fee Simple	1/6/2027	120	118	276
	Phoenix	AZ	85021	4/4/2016	Fee Simple	4/6/2021	60	49	360
	Hoboken	NJ	07030	11/1/2016	Fee Simple	11/6/2026	120	116	0
	Mountain View	CA	94043	12/22/2016	Fee Simple	1/6/2022	60	58	0
	Huntsville	AL	35801	12/12/2016	Fee Simple	1/6/2027	120	118	360
	Raleigh	NC	27606	4/6/2016	Fee Simple	4/6/2026	120	109	360
	Springfield	VA	22150	11/2/2016	Fee Simple	11/6/2021	60	56	360
	North Richland Hills	TX	76180	6/10/2016	Fee Simple	7/6/2021	60	52	360
	Beaumont	TX	77706	1/6/2017	Fee Simple	1/6/2027	120	118	360
	Oxford	MS	38655	5/26/2016	Fee Simple	6/6/2026	120	111	360
	Austin	TX	78751	10/6/2016	Fee Simple	10/6/2023	84	79	360
	El Segundo	CA	90245	3/1/2017	Fee Simple	3/6/2027	120	120	0
	Newbury park	CA	91320	3/3/2017	Fee Simple	3/6/2027	120	120	360
	Alexandria	VA	22314	10/24/2016	Fee Simple	11/6/2021	60	56	0
	Citrus Heights	CA	95610	6/9/2016	Fee Simple	6/6/2026	120	111	360
	Chicago	IL	Various	11/15/2016	Fee Simple	12/6/2026	120	117	360
	Chicago	IL	60607	11/15/2016	Fee Simple	12/6/2026	120	117	360
	Chicago	IL	60612	11/15/2016	Fee Simple	12/6/2026	120	117	360
	Chicago	IL	60612	11/15/2016	Fee Simple	12/6/2026	120	117	360
	Chicago	IL	60607	11/15/2016	Fee Simple	12/6/2026	120	117	360
	Houston	TX	77015	1/12/2017	Fee Simple	2/6/2024	84	83	360
	Voorhees	NJ	8043	1/26/2017	Fee Simple	2/6/2025	96	95	360
	Aurora	CO	80014	6/8/2016	Fee Simple	7/6/2026	120	112	360
	San Antonio	TX	78254	7/11/2016	Fee Simple	8/6/2021	60	53	360
	Plano	TX	75074	8/1/2016	Fee Simple	8/6/2019	36	29	360
	San Antonio	TX	78213	2/23/2016	Fee Simple	3/6/2026	120	108	360


 


     


     


    
 

	
        Remaining
Amort. Term 
	
        Monthly
Debt Service Amount
	
        Mortgage
Rate
	
        Payment
Due Date
	Grace Period For Late Charges (days)	
        Current
Prepayment Penalty String

	0	261,592	4.423%	6	0	L(24);D(44);O(2)
	0	252,474	4.680%	6	0	GRTR 1% or YM(7);0.8%(23);O(1)
	360	323,267	5.032%	6	0	L(24);D(92);O(4)
	360	285,306	4.942%	6	0	L(24);D(92);O(4)
	360	241,617	4.400%	6	0	L(23);D(83);O(2)
	360	223,946	4.736%	6	0	L(24);D(91);O(4)
	360	209,349	4.650%	6	0	L(24);D(85);O(2)
	274	205,926	4.610%	6	0	L(24);D(90);O(4)
	360	167,294	4.769%	6	0	L(13);3%(12);2%(12);1%(11);O(1)
	0	104,456	4.121%	6	0	L(24);D(89);O(3)
	0	96,697	5.064%	6	0	L(24);D(31);O(3)
	360	117,805	4.782%	6	0	L(24);D(91);O(3)
	360	113,399	4.550%	6	0	L(24);D(83);O(2)
	360	103,391	4.672%	6	5	L(24);D(12);1%(18);O(2)
	360	103,345	4.744%	6	0	L(24);D(25);O(3)
	360	89,009	4.681%	6	0	L(24);D(91);O(3)
	355	92,604	5.450%	6	0	L(24);D(85);O(2)
	360	84,120	4.867%	6	0	L(24);D(52);O(3)
	0	60,766	4.640%	6	0	L(24);D(92);O(4)
	360	80,314	4.692%	6	0	L(24);D(93);O(3)
	0	67,772	5.175%	6	0	GRTR 1% or YM(44);1%(9);O(3)
	360	76,767	4.701%	6	0	L(24);D(85);O(2)
	360	72,864	4.548%	6	0	L(24);D(89);O(4)
	360	37,197	4.548%	6	0	L(24);D(89);O(4)
	360	19,872	4.548%	6	0	L(24);D(89);O(4)
	360	8,662	4.548%	6	0	L(24);D(89);O(4)
	360	7,134	4.548%	6	0	L(24);D(89);O(4)
	360	75,017	5.175%	6	0	L(24);D(23);3%(12);2%(12);1%(11);O(1)
	360	75,993	5.801%	6	0	L(24);D(35);D or 3%(12);D or 2%(12);D or 1%(9);O(3)
	352	38,947	4.711%	6	0	L(24);D(84);O(4)
	353	39,860	5.150%	6	0	GRTR 1% or YM(28);2%(12);1%(12);O(1)
	353	32,374	4.900%	6	0	L(5);2%(12);1%(10);O(2)
	348	16,809	4.810%	6	0	L(24);D(81);O(3)


 


     


     


    
 

	
        Loan Originator
	
        Primary
Servicing Fee Rate
	
        Master
Servicing Fee Rate
	
        Servicing
Fee Rate
	
        Total Admin
Fee Rate
	Pari Passu Loan (Yes/No)
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	Yes
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	Yes
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	Yes
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	 
	LStar Capital Finance II, Inc.	 
	LStar Capital Finance II, Inc.	 
	LStar Capital Finance II, Inc.	 
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No
	LStar Capital Finance II, Inc.	0.010%	0.010%	0.020%	0.02740%	No







 






     


     


    

 


SCHEDULE II


 


SCHEDULE OF EXCEPTIONS TO MORTGAGE
FILE DELIVERY

(under Section 2.02(a) of this Agreement)


 


[There are no exceptions.]


 






    S-II-1


     


    

 


SCHEDULE III



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 “Relevant 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 Schedule III based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Schedule III 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 Schedule III 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 Schedule III, 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.


 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	 	 	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Master Servicer

Special Servicer
	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
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	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.	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.	N/A



 






    S-III-1


     


    

 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer

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.	Master Servicer

Special Servicer
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act of 1934.	Master Servicer

Special Servicer
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	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.	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.	N/A
	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.	N/A
	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.	N/A
	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.	N/A



 






    S-III-2


     


    

 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	N/A
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer

Special Servicer
	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
	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



 






    S-III-3


     


    

 


	 	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	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


 






    S-III-4


     


    

 


SCHEDULE IV


 


Schedule
of Initial Serviced Companion Loan Holders


 


	Companion Loan(s)	Initial Companion Loan Holder
	Charlotte Plaza	
        LSTAR 2016-4

         

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

         

        401 S. Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: LSTAR 2016-4 Asset Manager

         

	
        The Westin Palo Alto

         

        Hotel Gansevoort

         
	
        LStar Capital Finance II, Inc.

        2711 North Haskell Avenue

        Suite 1700

        Dallas, Texas 75204

        Attention: Legal Department

         

        with a copy to:

         

        Hunton & William LLP

        200 Park Avenue

        New York, New York 10166

        Attention: Brett L. Gross, Esq.

         



 






    S-IV-1


     


    

 


SCHEDULE V


 


Schedule
of DESIGNATED ESCROW/RESERVE MORTGAGE LOANS


 


None.


 






    S-V-1